Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. COMPANY NICE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER NICE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESSOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION EXPIRATION OF THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE OR, (II) COMPANY DISCONTINUATION OF ANY ERROR OR ALL UNANTICIPATED INTERUPTION IN THE OPERATION OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES SOFTWARE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER LICENSEE IN CONNECTION WITH THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY NICE AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT XXXX WILL NOT EXCEED THE AMOUNT CUSTOMER LICENSEE ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT PAID US FOR THE SERVICE SOFTWARE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. COMPANY STREAM WILL ENDEAVOR TO PROVIDE SERVICE IN A COMMERCIALLY REASONABLE MANNER: HOWEVER WE DO NOT GUARANTEE A CONTINUOUS SUPPLY OF ELECTRICAL ENERGY. EVENTS THAT ARE OUTSIDE OF OUR CONTROL, REFERRED TO AS FORCE MAJEURE EVENTS, MAY RESULT IN SERVICE INTERRUPTIONS. STREAM WILL NOT BE LIABLE FOR SERVICE INTERRUPTIONS CAUSED BY FORCE MAJEURE EVENTS. STREAM DOES NOT GENERATE ELECTRICITY, NOR DOES IT TRANSPORT IT FROM THE GENERATION POINT TO CUSTOMER’S SERVICE ADDRESS, NOR DOES STREAM OWN OR OPERATE SERVICES RELATED TO THE CUSTOMER’S METER. CUSTOMER SPECIFICALLY AGREES THAT STREAM HAS NO LIABILITY OR RESPONSIBILITY FOR ANY DIRECTTHE OPERATIONS OF THE LOCAL DISTRIBUTION UTILITY OR INDEPENDENT OPERATOR AND MAINTENANCE OF ITS SYSTEM OR THE ELECTRICAL GRID SYSTEM, INDIRECTAS APPLICABLE, OR FOR INTERRUPTIONS, TERMINATION, REPAIR OR RECONSTRUCTION, TIMELY SERVICING, OR DETERIORATION OF THAT SERVICE. IF THE LOCAL DISTRIBUTION UTILITY OR OTHER THIRD PARTY EXPERIENCES AN EVENT OF FORCE MAJEURE, THAT, DIRECTLY OR INDIRECTLY, AFFECTS THE DELIVERY AND CUSTOMER’S RECEIPT OF ELECTRICITY, STREAM IS LIKEWISE ENTITLED TO CLAIM AN EVENT OF FORCE MAJEURE UNDER THE TERMS OF SERVICE. LIABILITIES NOT EXCUSED BY REASON OF FORCE MAJEURE OR OTHERWISE SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIALPUNITIVE, CONSEQUENTIAL EXEMPLARY OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INDIRECT DAMAGES. FURTHERTHESE LIMITATIONS APPLY WITHOUT REGARD TO THE CAUSE OF ANY LIABILITY OR DAMAGE. THERE ARE NO THIRD PARTY BENEFICIARIES TO THE TERMS OF SERVICE. CUSTOMER AGREES, COMPANY WILL CONSENTS TO, AND UNDERSTANDS THAT STREAM IS NOT BE RESPONSIBLE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESCAUSED BY EVENTS OF NEGLIGENCE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS GROSS NEGLIGENCE OR FAILURE TO STORE ACT (INCLUDING IN A TIMELY MANNER), BY ANY CUSTOMER CONTENT EMPLOYEE, AFFILIATE, VENDOR OR DATA. IN CONTRACTOR OF STREAM, OR OF FORCE MAJEURE, INCLUDING ACTS OF GOD, ACTS OF ANY CASEGOVERNMENTAL AUTHORITY, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE ACCIDENTS, STRIKES, LABOR TROUBLE, EVENTS OF FORCE MAJEURE OCCURRING WITH RESPECT TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSETHIRD PARTY SYSTEMS OR ASSETS, OR ANY CAUSE BEYOND OUR CONTROL.

Limitations of Liability. COMPANY YOU AGREE THAT CAUSES AND EVENTS BEYOND OUR CONTROL, INCLUDING ACTS OF GOD, ACTS OF ANY GOVERNMENTAL AUTHORITY, ACCIDENTS, STRIKES, LABOR TROUBLE, AND EVENTS OF FORCE MAJEURE OCCURRING WITH RESPECT TO THE TDSP, ERCOT, OR OTHER THIRD PARTY SYSTEMS OR ASSETS (A FORCE MAJEURE EVENT), MAY RESULT IN INTERRUPTIONS IN SERVICE AND THAT WE WILL NOT BE LIABLE FOR THOSE INTERRUPTIONS. YOU ALSO AGREE THAT WE ARE NOT RESPONSIBLE FOR GENERATING YOUR ELECTRICITY OR FOR TRANSMITTING AND DISTRIBUTING ELECTRICITY TO CUSTOMER YOUR SERVICE ADDRESS. FURTHERMORE, YOU AGREE THAT WE WILL NOT BE LIABLE WITH RESPECT TO ANY THIRD PARTY SERVICES; THAT OUR LIABILITY NOT EXCUSED BY REASON OF FORCE MAJEURE OR OTHERWISE WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY; AND NEITHER OF US ARE LIABLETO THE OTHER FOR ANY DIRECT, INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR EXEMPLARY INDIRECT DAMAGES. YOU WAIVE ALL OTHER REMEDIES AT LAW OR IN EQUITY. THESE LIMITATIONS APPLY EVEN IF THE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITSRESULT FROM NEGLIGENCE, REVENUESWHETHER SOLE, CUSTOMERSJOINT, OPPORTUNITIES, GOODWILL, USECONCURRENT, OR DATAACTIVE OR PASSIVE. THERE ARE NO THIRD PARTY BENEFICIARIES TO THE CONTRACT. REPRESENTATIONS AND WARRANTIES As a customer under this contract, you represent that (i) you are a commercial user of electricity and intend to use the electricity at your Service Address(es), EVEN IF A PARTY HAS BEEN ADVISED OF (ii) you have experience in business matters that enable you to enter into and perform under the contract, and (iii) you will not resell any of the electricity purchased from NRG Business. WE MAKE NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THE POSSIBILITY OF SUCH DAMAGES. FURTHERCONTRACT, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONAND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REIMBURSEMENTWRITTEN OR ORAL, EXPRESS OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESIMPLIED, INCLUDING AS MERCHANTABILITY, CONFORMITY TO MODELS OR SAMPLES AND FITNESS FOR A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATAPARTICULAR PURPOSE. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.Taxes

Limitations of Liability. COMPANY WILL NOT IN NO EVENT EITHER PARTY BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, LIQUIDATED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER EITHER PARTY HAS BEEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOR CUSTOMER’S ACTUAL DAMAGES, WHICHEVER IS LESS.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT VENDOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VENDOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VENDOR’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSINCLUDING NEGLIGENCE), (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSSTRICT LIABILITY, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT AND OTHERWISE EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY OR AMOUNTS PAID TO VENDOR UNDER THIS AGREEMENT FOR A SINGLE DEVICE OR DEVICES PURCHASED IN THE SERVICE THAT GAVE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY Notwithstanding anything to the contrary in the Existing Terms and Conditions, the parties’ liability to each other with respect to Existing Projects, including Existing Projects as they may be augmented from time to time by the purchase of additional Services, shall be limited as follows: EXCEPT UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION OR MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER DELL NOR SPYGLASS WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE TYPE INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST SALES, ARISING OUT OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE ANY EXISTING PROJECT, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. EXCEPT UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION OR MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR ACCESS IN CONNECTION WITH AN EXISTING PROJECT (“EXISTING PROJECT CLAIMS”) WILL EXCEED THE TOTAL AMOUNT CHARGED BY DELL DURING THE PRIOR TWELVE (12) MONTHS TO THE SERVICE OFFERINGS; APPLICABLE EXISTING CUSTOMER WITH RESPECT TO ALL SPYGLASS SERVICES SOLD TO SUCH EXISTING CUSTOMER UNDER THE APPLICABLE CUSTOMER AGREEMENT (SUCH LIABILITY CAP, THE “EXISTING PROJECT CAP”). NOTWITHSTANDING THE PREVIOUS SENTENCE, THE EXISTING PROJECT CAP WILL BE ADJUSTED AS FOLLOWS: IN THE EVENT THE LIABILITY CAP IN THE APPLICABLE CUSTOMER AGREEMENT CONTAINS A MULTIPLIER OR IS AN AMOUNT REFLECTING THAT DELL’S TOTAL LIABILITY IS CAPPED AT SOME MULTIPLE OF THE TOTAL AMOUNT CHARGED BY DELL DURING THE PRIOR TWELVE (D12) MONTHS (THE “MULTIPLIER”), THEN THE EXISTING PROJECT CAP WILL BE MULTIPLIED BY THE MULTIPLIER (THE “ADJUSTED CAP”) AND NEITHER PARTY’S TOTAL LIABILITY FOR ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT EXISTING PROJECT CLAIM WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEADJUSTED CAP.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT THE PLAN4 ENTITIES BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR DATAANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), EVEN IF A PARTY STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PLAN4 ENTITY HAS BEEN ADVISED INFORMED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE. FURTHER, COMPANY WILL NOT BE RESPONSIBLE YOU AGREE THAT THE AGGREGATE LIABILITY OF THE PLAN4 ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE ANY PORTION OF THE SERVICESSERVICE OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING AS A RESULT WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO PLAN4 FOR ACCESS TO AND USE OF ANY (I) TERMINATION THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR SUSPENSION LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THIS AGREEMENT OR CUSTOMER USE THAT PROVIDES FOR A LIMITATION OF OR ACCESS TO THE SERVICE OFFERINGSLIABILITY, (II) COMPANY DISCONTINUATION DISCLAIMER OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURESWARRANTIES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE EXCLUSION OF OR ACCESS DAMAGES IS TO ALLOCATE THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 14 WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAPPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The foregoing limitations of liability do not apply to breaches of confidentiality obligations, violations of a party's intellectual property rights by the other party, or indemnification obligations.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. COMPANY WILL UNLESS A REFERENCE IS MADE THAT EXPLICITLY PROVIDES THAT A LIABILITY OR OBLIGATION IS NOT SUBJECT TO OR LIMITED BY THIS SECTION 10.6 AND EXCEPT FOR ALTIRIS' OBLIGATIONS TO COMPAQ PURSUANT TO SECTION 10.5, THE LIABILITY OF ALTIRIS AND OF ALTIRIS' OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, TAKEN AS A WHOLE, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF ALTIRIS OR OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OR FAILURE OF ESSENTIAL PURPOSE, WITH REGARD TO THIS AGREEMENT AND/OR ANY LICENSED SOFTWARE, DOCUMENTATION, SERVICES OR OTHER ITEMS FURNISHED UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE COMPENSATION PAID OR PAYABLE BY COMPAQ TO ALTIRIS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT UNLESS A REFERENCE IS MADE THAT EXPLICITLY PROVIDES THAT A LIABILITY OR OBLIGATION IS NOT SUBJECT TO OR LIMITED BY THIS SECTION 10.6, EXCEPT FOR ALTIRIS' OBLIGATIONS TO COMPAQ PURSUANT TO SECTION 10.5, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO CUSTOMER FOR ANY DIRECT, CLAIM FOR ANY INDIRECT, INCIDENTAL, SPECIALSPECIAL OR CONSEQUENTIAL DAMAGES, CONSEQUENTIAL COVER, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR ANY LOSS OF PROFITSDATA, REVENUESPROFIT, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, REVENUE OR DATA), EVEN IF A PARTY HAS BEEN ADVISED USE UNDER ANY THEORY OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE LAW OR FOR ANY COMPENSATIONCAUSE OF ACTION. HOWEVER, REIMBURSEMENT, THIS SHALL NOT APPLY TO OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE LIMIT ANY CLAIMS OR REMEDIES FOR THE SERVICES, INCLUDING AS A RESULT INFRINGEMENT OR MISAPPROPRIATION OF ALTIRIS' INTELLECTUAL PROPERTY OR THE UNLICENSED COPYING OR DISTRIBUTION OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELICENSED SOFTWARE.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY WILL NOT ENTITIES BE LIABLE TO CUSTOMER (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, REVENUESBUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, ARISING OUT OF OR DATARELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), 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 A PARTY HAS THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENTDAMAGE, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, THESE TERMS OR THE DELETIONDELIVERY, DESTRUCTIONUSE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE, LOSS SO THE ABOVE EXCLUSION OR FAILURE LIMITATION MAY NOT APPLY TO STORE YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY UNDER THIS AGREEMENT ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICE THAT GAVE SERVICES (OR COMPANY NFTS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM DURING CLAIM. THE 12 MONTHS BEFORE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE LIABILITY AROSEABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Limitations of Liability. COMPANY ‌ To the extent permitted by law, and except as otherwise expressly provided herein, Client agrees that Bank will have no liability whatsoever for any damage, loss, expense, cost, or liability, including, without limitation, fines, penalties, reasonable attorneys’ fees and court costs (collectively, a “Loss”) arising out of Bank’s performance of or non-performance under this Agreement, even if such Loss arises, in whole or in part, from Bank’s negligence, except for any direct damages arising from Bank’s gross negligence or willful misconduct. Bank’s duties and responsibilities to Client are strictly limited to those described in the Agreement, except with respect to any provisions of the law which cannot be varied or waived by agreement. Notwithstanding the foregoing, Bank’s liability to Client for failure to exercise ordinary care resulting in a delay in executing, improper execution of, or failure to execute a Payment Order shall be limited to an amount equal to interest losses attributable thereto. BANK WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECTCONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, ) THAT CLIENT MAY INCUR OR DATA), SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF A PARTY BANK HAS BEEN ADVISED INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES. FURTHERTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE RESPONSIBLE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK AND ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT ANY OF THE SERVICES, ANY EQUIPMENT OR ANY PROCESSING SOFTWARE DESCRIBED IN THIS AGREEMENT, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY COMPENSATIONA PARTICULAR PURPOSE, REIMBURSEMENTTITLE OR NON- INFRINGEMENT. To the fullest extent permitted by Applicable Law, OR DAMAGES ARISING IN CONNECTION WITHand without limiting the generality of the foregoing, Bank shall not be liable at any time to Client or any other person or entity for Loss resulting from any failure or delay of the performance of Bank’s responsibilities under the Agreement which is caused or occasioned by any act or thing beyond Bank’s reasonable control, including, without limitation, legal restraint, interruption of transmission or communication facilities, equipment failure, electrical or computer failure, war, emergency conditions, acts of God, fire, storm, or other catastrophe, or inability to obtain or delay in obtaining wire services, Internet access, electronic transfers, or electronic file exchange, or refusal or delay by a service provider or another bank or financial institution. In addition, Bank shall be excused from any failure or delay in executing a transaction hereunder if such execution would result in the violation of any Applicable Law, rule, regulation or guideline. Client agrees that Bank shall not have any liability whatsoever for any Loss caused by or resulting from: (i) the act, error, or omission of Client or any other person, including, without limitation, any service provider retained by Client, any Internet service provider, any federal reserve bank or transmission or communications facility or any intermediary or receiving financial institution, and no such person shall be deemed the Bank’s agent; (ii) any interception of any information relating to Client or its transactions as a result of (A) CUSTOMER INABILITY TO USE THE SERVICESClient communicating information to Bank, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; excepting damages attributable to Bank’s gross negligence or willful misconduct or (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICESuse of the Internet or other application; or (Ciii) ANY INVESTMENTSany other matter, EXPENDITURESincluding without limitation, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR any act or omission by any other financial institution, funds transfer system, or any other third party, or for the inaccuracy or omission in a notice or communication received by Bank from Client or any other third party. Client understands and agrees that the fees charged for the performance of the Service(s) have been established in contemplation of these limitations on liability. The Client agrees that any Loss, action, suit or proceeding against the Bank for damages resulting in any respect from its acts or omissions in its performance of the Service(s) hereunder must be brought within one (D1) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEyear from the date of the Bank’s alleged act or omission.

Limitations of Liability. COMPANY WILL NOT EXCEPT WHERE DUE TO THE GROSSLY NEGLIGENT OR WILLFUL BREACH OF ITS OBLIGATIONS HEREUNDER, ANY BREACH OF ARTICLE 8 HEREOF, OR PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS PURSUANT TO ARTICLE 9 (COLLECTIVELY, THE “EQUITABLE EXCEPTIONS”), NEITHER PARTY SHALL BE LIABLE TO CUSTOMER THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIALSPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEDATA, OR DATA)BUSINESS OPPORUNITY, WHETHER IN CONTRACT OR TORT, EVEN IF A SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SUCH DAMAGES. FURTHERNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY WILL NOT EXCEPT PURSUANT TO THE EQUITABLE EXCEPTIONS, CPL’S LIABILITIES UNDER THIS AGREEMENT SHALL BE RESPONSIBLE LIMITED TO [***]. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR IN THE QUALITY AGREEMENT BETWEEN CPL AND OPTINOSE, IT IS UNDERSTOOD AND AGREED THAT CPL’S LIABILITY FOR ANY COMPENSATION, REIMBURSEMENT, AND ALL LOSS OR DAMAGES ARISING IN CONNECTION WITHDAMAGE TO [***] SHALL BE: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS NO LIABILITY IF CPL HAS MANUFACTURED THE PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS, QUALITY AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, AND APPLICABLE LAWS; AND (II) COMPANY DISCONTINUATION LIMITED TO [***]; PROVIDED HOWEVER, THAT THE LIMITATION IN CLAUSE (II) ABOVE SHALL NOT APPLY IF DUE TO CPL’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT OR THAT OF ANY OR ALL OF THE SERVICE OFFERINGSANYONE FOR WHOM CPL IS RESPONSIBLE, OR, IN WHICH CASE [***] (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS SUBJECT TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LIMITATION OF LIABILITY SET FORTH IN THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEPRECEDING PARAGRAPH).

Limitations of Liability. COMPANY TO THE EXTENT PERMITTED BY LAW AND UNLESS PROHIBITED BY LAW, (A) YOU,ONSTAR AND THE WIRELESS SERVICE PROVIDERS WILL NOT BE LIABLE TO CUSTOMER FOR IN ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER WAY IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER THE SERVICES FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS OR SAVINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, (B)ONSTAR AND THE WIRELESS SERVICE PROVIDERS WILL NOT BE LIABLE IN ANY WAY ANY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FOR (i) ANY ACTION OR INACTION OF THIRD PARTIES, (ii) ANY EVENTS BEYOND THE REASONABLE CONTROL OFONSTAR OR THE WIRELESS SERVICE PROVIDERS, (iii) ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, (iv) ANY DAMAGES ARISING OUT OF OR ACCESS RELATING TO THE INSTALLATION, REPAIR, UPDATES OR CHANGES TO SYSTEMS, SOFTWARE, OR OTHER EQUIPMENT PROVIDED BYONSTAR OR THE WIRELESS SERVICE OFFERINGS; OR PROVIDERS, (Dv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OFCHANGE OR REDUCTION IN, OR ANY LOSS OF SERVICES CAUSED BY CHANGES IN SYSTEMS, SERVICES, OR INFRASTRUCTURE (SUCH AS THE DELETIONWIRELESS SERVICE OR TECHNOLOGY INFRASTRUCTURE) THAT ARE MADE AVAILABLE BY THIRD PARTIES, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. AND (C)ONSTAR WILL NOT BE LIABLE IN ANY CASEWAY IN CONNECTION WITH ANY THIRD PARTY SERVICES. TO THE EXTENT THATONSTAR OR ANY WIRELESS SERVICE PROVIDER ARE FOUND LIABLE FOR ANY DAMAGES, COMPANY LOSSES, LIABILITIES OR EXPENSES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, AND TO THE EXTENT ALLOWED BY LAW AND UNLESS PROHIBITED BY LAW, YOU AGREE THATONSTAR'S AND THE WIRELESS SERVICE PROVIDER'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED SHALL BE NO GREATER THAN $100.00. THESE LIMITS AND EXCLUSIONS APPLY EVEN IFONSTAR AND THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR WIRELESS SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN ABOUT THE SERVICE THAT GAVE RISE POSSIBILITY OF THE DAMAGES AND WHETHER ARISING BASED ON NEGLIGENCE, TORT, OR BREACH OF CONTRACT. THESE LIMITATIONS SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT, AND APPLY TO ANYONE USING THE SERVICES OR MAKING A CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEON YOUR BEHALF.

Limitations of Liability. COMPANY WILL NOT BE LIABLE XXXXXXX’X CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS IN ANY DIRECTWAY ARISING OUT OF OR RELATING TO THE ORDER, ANY SOW, THIS AGREEMENT, AND THE PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OR THEORY OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO TRIMBLE BY CUSTOMER FOR THE RELEVANT PRODUCT OR SERVICES IN THE PRIOR 12 MONTHS UNDER THIS AGREEMENT. IN NO EVENT WILL TRIMBLE OR ITS SUPPLIERS OR THIRD-PARTY VENDORS HAVE ANY OBLIGATION OR LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, SPECIALCONSEQUENTIAL, CONSEQUENTIAL EXEMPLARY, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR AGGRAVATED DAMAGES, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USELOSS OF DATA, OR DATA)ANTICIPATED PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, CUSTOMER’S USE OF OR THE PERFORMANCE OF THE PRODUCTS OR FROM THE SERVICES, OR FOR ANY OTHER REASON, EVEN IF A TRIMBLE OR ITS SUPPLIERS OR THIRD-PARTY HAS VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESPOTENTIAL LOSS OR DAMAGE. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE AND THAT TRIMBLE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. THE FOREGOING LIMITATION OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION LIABILITY AND EXCLUSION OF ANY OR ALL CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED SUCCESS OR UNSCHEDULED DOWNTIME EFFECTIVENESS OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOTHER REMEDIES.

Limitations of Liability. COMPANY WILL NOT EXCEPT WITH RESPECT TO CLAIMS RELATED TO NETRATINGS’ OR LICENSEE’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO CUSTOMER THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF ANY LOST PROFITS, REVENUES* This information has been omitted pursuant to a request for confidential treatment under 24b-2 of the Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. NetRatings: ____ Licensee: _____ EXEMPLARY OR SPECIAL DAMAGES, CUSTOMERSHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, OPPORTUNITIESARISING OUT OF THIS AGREEMENT. IN ALL EVENTS, GOODWILL, USE, EACH PARTY’S TOTAL LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT (EXCEPT WITH RESPECT TO CLAIMS RELATED TO NETRATINGS’ OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL LICENSEE’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 10) IS LIMITED TO AND SHALL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITHEXCEED: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF WITH RESPECT TO NETRATINGS, THE MONIES RECEIVED BY NETRATINGS FROM LICENSEE UNDER THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSAGREEMENT, AND (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSWITH RESPECT TO LICENSEE, OR, TWO MILLION U.S. DOLLARS (IIIUS $2,000,000) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PLUS INTEREST DUE UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT AND/OR BY LAW. FOR THE SERVICE THAT GAVE RISE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 6 SHALL BE CONSTRUED TO LIMIT ANY LIABILITY OF LICENSEE RESULTING FROM LICENSEE’S MANUFACTURE, SALE OR USE OF ANY PRODUCTS OR SERVICES OUTSIDE OF THE CLAIM DURING SCOPE OF THE 12 MONTHS BEFORE THE LIABILITY AROSELICENSE GRANTED HEREUNDER.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR ONE-YEAR PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR 12 MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOR $5,000, WHICHEVER IS LESS.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (Aa) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (Ii) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSERVICES, (IIii) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSSERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTSAGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (Bb) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (Cc) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSERVICES; OR (Dd) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED BE LIMITED TO THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 TWO (2) MONTHS BEFORE PRECEDING THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY WILL NOT BE LIABLE TO CUSTOMER NOTWITHSTANDING ANY PROVISION OF THIS CONTRACT OR THE LAW, IT IS EXPRESSLY AGREED THAT SELLER’S TOTAL LIABILITY FOR ANY DIRECTDAMAGES, INDIRECTCOSTS OR EXPENSES ARISING OUT OF OR RELATED TO THIS CONTRACT OR ITS PRODUCTS OR SERVICES, INCIDENTALW HETHER BASED IN CONTRACT, SPECIALWARRANTY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INDEMNITY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATANEGLIGENCE), EVEN IF A PARTY HAS BEEN ADVISED STRICT LIABILITY OR OTHERWISE IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, PRODUCT OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, SERVICES OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTSAT SELLER’S OPTION, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME A RETURN OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT AN AMOUNT THAT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY PURCHASE PRICE. UNDER THIS AGREEMENT NO CIRCUMSTANCES WILL SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ASSIGNS BE LIABLE FOR THE SERVICE ANY OTHER REMEDY, LOSS, COST, DAMAGE OR EXPENSE W HETHER DIRECT OR INDIRECT. IN NO EVENT WHATSOEVER WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, LIQUIDATED, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, INCOME, PROFIT, OR PRODUCTION; INCREASED COST OF OPERATION; SPOILAGE OR DAMAGE TO MATERIAL OR DATA; OR CHANGE OUT COSTS. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER H AR M LESS FROM ANY LOSS, COST, EXPENSE, D AM AGE, OR CAUSE OF ACTION TO OR BY A THIRD PARTY THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEEXCEEDS THESE LIMITATIONS OF LIABILITY. Terms of Payment. Terms of payment, unless agreed otherwise in writing, are thirty (30) days net from date of invoice, without set-off for any payment from Seller not due under this Contract. 1% 10th and 25th Prox, 20th prox. Seller reserves the right to charge interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower, for all amounts more than thirty (30) days past due. Costs of collection (including reasonable attorney's fees) will be the responsibility of the Buyer.

Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE SERVICES, EMBEDDED TECHNOLOGY OR INTEGRATED SERVICES, THE INFORMATION CONTAINED IN OR COMPILED IN THE SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY COMPANY OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOT THE COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, INCIDENTALRELIANCE, SPECIALINCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUESREVENUE OR SAVINGS, CUSTOMERSBUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CUSTOMER DATA, LOSS OF GOODWILL, USEWORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THES ERVICES, OR DATA)THE INCOMPATIBILITY OF THE SERVICES WITH ANY HARDWARE, SOFTWARE OR USAGE, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF A PARTY THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOSS. FURTHERIF ANY EXCLUSION, COMPANY WILL NOT DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE RESPONSIBLE INVALID FOR ANY COMPENSATIONREASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND THE COMPANY BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, REIMBURSEMENT, THE COMPANY’S TOTAL LIABILITY TO YOU OR DAMAGES ARISING ANY THIRD PARTIES IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS CIRCUMSTANCE IS LIMITED TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER TOTAL AMOUNT PAID IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS FEES TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TWELVE MONTHS PRIOR TO THE A CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOF DAMAGES BEING BROUGHT BY CUSTOMER WHETHER IN CONTRACT, TORT OR OTHERWISE.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES, VARS AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES, VARS OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESSUBSCRIPTION SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSUBSCRIPTION SERVICE, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SUBSCRIPTION SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES SUBSCRIPTION SERVICE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (Cc) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSUBSCRIPTION SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’, VARS’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED BE LIMITED TO THE LESSER OF $5,000 OR THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT PAY AS FEES FOR THE SUBSCRIPTION SERVICE TO YOUR VAR FOR THE SUBSCRIPTION SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE PRECEDING THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (A) THE MAXIMUM LIABILITY OF PROVIDER, ITS AFFILIATES, AND SUPPLIERS, FOR ANY DAMAG- ES FOR ANY AND ALL CAUSES WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID TO PROVIDER DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM THAT GAVE RISE TO SUCH DAMAGES, AND (B) IN NO EVENT WILL NOT EITHER PARTY BE LIABLE TO CUSTOMER THE OTHER PARTY (OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY) FOR (I) LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOST REVENUES, LOST SAVINGS, LOST, CORRUPTED, OR DAMAGED DATA OR EQUIPMENT, COST OF COVER, LOSS OF BUSINESS OPPORTUNITY, OR (II) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL CONSE- QUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY LIKE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVIDER IP, SERVICES, OR DOCUMENTATION PROVID- ED HEREUNDER. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, UNDER ANY THEORY OF LIABILITY (INCLUDING DAMAGES FOR LOSS NEGLIGENCE, PROD- UCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY). THE FOREGOING LIM- ITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN EACH CASE REGARDLESS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A WHETHER THE PARTY HAS BEEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE SERVICES, INCLUDING AS A RESULT FAILURE OF ANY (I) TERMINATION AGREED OR SUSPENSION OTHER REM- EDY OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEITS ESSENTIAL PURPOSE.

Limitations of Liability. COMPANY WILL THIS SECTION APPLIES TO LIABILITY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY), AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM. IF YOU INITIATE ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAWTE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR SUSPENSION OF THIS AGREEMENT ANTICIPATED SAVINGS, OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION ANY INDIRECT OR CONSEQUENTIAL LOSS. THAWTE'S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A CERTIFICATE SHALL BE LIMITED, IN THE AGGREGATE, TO THE LARGER OF: USD$2,000 OR TWO TIMES THE AMOUNT PAID FOR THE CERTIFICATE. THE LIABILITY LIMITATIONS PROVIDED IN THIS SECTION SHALL BE THE SAME REGARDLESS OF THE NUMBER OF DIGITAL SIGNATURES, TRANSACTIONS, OR CLAIMS RELATED TO SUCH CERTIFICATE. NOTWITHSTANDING THE FOREGOING, THAWTE’S LIABIILTY SHALL NOT BE LIMITED UNDER THIS SECTION IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM THAWTE’S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY OR ALL APPLICABLE JURISDICTION). TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS ABOVE EXCLUSIONS MAY NOT APPLY TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEYOU.

Limitations of Liability. COMPANY EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE (12) MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.CLAIM.‌

Limitations of Liability. COMPANY IN NO EVENT WILL NOT EITHER PARTY BE LIABLE TO CUSTOMER THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY HAS BEEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE IN SECTION 8(A), AND MATTERS ARISING FROM ITS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN CONNECTION WITH: (A) CUSTOMER INABILITY NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY (I) TERMINATION CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSEE’S AGGREGATE LIABILITY ARISING OUT OF OR SUSPENSION OF RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR CUSTOMER USE EQUITABLE THEORY, INCLUDING BREACH OF OR ACCESS CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY LICENSOR UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAGREEMENT.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT ANY PARTY BE LIABLE TO CUSTOMER THE OTHER PARTIES FOR ANY DIRECTINDIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIALEXEMPLARY, CONSEQUENTIAL MULTIPLE, CONSEQUENTIAL, OR EXEMPLARY PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OR INJURY TO A PARTY’S PROFITS OR GOODWILL, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING DAMAGES FOR LOSS OF PROFITSNEGLIGENCE), REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, STRICT LIABILITY OR DATAOTHERWISE), EVEN IF A SUCH PARTY HAS BEEN WAS ADVISED OR OTHERWISE AWARE OF THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES. FURTHER, COMPANY EXCEPT WITH RESPECT TO CONSEQUENTIAL DAMAGES (WHICH IN NO EVENT WILL NOT BE RESPONSIBLE FOR INCLUDE ANY COMPENSATION, REIMBURSEMENTPUNITIVE DAMAGES) AWARDED TO A PARTY THAT THE NON-BREACHING PARTY DEMONSTRATES RESULTED FROM A BREACH OF SECTION 11.1 (CONFIDENTIALITY; EXCEPTIONS), OR SECTION 11.2 (AUTHORIZED DISCLOSURE). NOTHING IN THIS SECTION 14.1 (LIMITATIONS OF LIABILITY) IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER ARTICLE 13 (INDEMNIFICATION) WITH RESPECT TO ANY DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY PAID BY THE OTHER PARTY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS A THIRD PARTY CLAIM. NOTWITHSTANDING THE FOREGOING, CANPROBE’S LIABILITY TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESHALL BE CAPPED AT CANPROBE’S LEVEL OF AVAILABLE INSURANCE. The Parties acknowledge that this Section 14.1 reflects the allocation of risk set forth in this Agreement and that CanProbe would not enter into this Agreement on the terms hereof without these limitations on its liability.

Limitations of Liability. COMPANY You acknowledge and agree that the amounts that You paid to SEMACONNECT or one of its authorized distributors does not include any consideration to SEMACONNECT or its authorized distributor for the risk of consequential, indirect or incidental damages which may arise in connection with Your use of, or inability to use, the Station. THUS, NEITHER SEMACONNECT NOR ITS AUTHORIZED DISTRIBUTOR WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (DAMAGES, INCLUDING DAMAGES FOR WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA)COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE STATION OR A REPLACEMENT STATION OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF A PARTY HAS BEEN ADVISED SEMACONNECT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERIN ANY EVENT, COMPANY WILL NOT BE RESPONSIBLE THE CUMULATIVE LIABILITY OF SEMACONNECT OR ITS AUTHORIZED DISTRIBUTOR FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS ALL CLAIMS WHATSOEVER RELATED TO THE SERVICE OFFERINGSSTATION, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF A REPLACEMENT STATION, THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETIONEV PLACEMENT AND SERVICE AGREEMENT, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR AMOUNTS THAT YOU PAID TO SEMACONNECT OR SEMACONNECT’S DISTRIBUTOR. THE SERVICE THAT GAVE RISE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO THE CLAIM DURING THE 12 MONTHS BEFORE LIMIT THE LIABILITY AROSE.OF SEMACONNECT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. THIS REPAIR AGREEMENT PROVIDES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. ADDITIONAL INFORMATION This REPAIR AGREEMENT is valid for U.S.A. and Canada only. This REPAIR AGREEMENT shall be governed by and construed in accordance with the laws of the State of Maryland, U.S.A., exclusive of its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. This REPAIR AGREEMENT and the EV Placement and Service Agreement are the entire and exclusive agreement between you and SEMACONNECT with respect to the Station and a Replacement Station, and any modification or waiver of any provision thereof is not effective unless expressly set forth in writing by an authorized representative of SEMACONNECT. All inquiries or claims made under this REPAIR AGREEMENT must be sent to SEMACONNECT’s address as follows: SemaConnect, Inc. ATTN: Repair Services 0000 Xxxxx Xxxxx, Xxxxx X Xxxxx XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 xxx.xxxxxxxxxxx.xxx

Limitations of Liability. COMPANY WILL TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY CIRCUMSTANCE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PROGRAM OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, LOST DATA OR DATA)ANY DAMAGES OR SUMS PAID BY COMPANY TO THIRD PARTIES, EVEN IF A PARTY INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERTHE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, COMPANY WILL NOT BE RESPONSIBLE FOR WARRANTY OR ANY COMPENSATIONSTATUTORY DUTY, REIMBURSEMENTNEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR DAMAGES OTHERWISE. SINCE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO COMPANY. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, WHETHER BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE SHALL NOT EXCEED FIVE HUNDRED $500.00 SINGAPORE DOLLARS (SGD). FOR THE AVOIDANCE OF DOUBT, INTUIT DOES NOT EXCLUDE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME COMPETITION AND CONSUMER XXX 0000 (CTH) OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAUSTRALIA.

Limitations of Liability. COMPANY PROVIDER’S TOTAL LIABILITY TO CUSTOMER AND ANY OF ITS AUTHORIZED USERS SHALL NOT EXCEED THE FEES PAID TO PROVIDER BY CUSTOMER FOR THE FAILED SERVICE FEATURE DURING THE PERIOD OF FAILURE. IN NO EVENT WILL NOT PROVIDER OR ITS AFFILIATES BE LIABLE TO CUSTOMER CUSTOMER, ITS AUTHORIZED USERS OR TO ANY THIRD PARTY FOR (A) ANY CLAIMS ASSERTING OR BASED ON THE USE, INABILITY TO USE, LOSS, INTERRUPTION OR DELAY OF THE SERVICES, LOSS OF USE OF FACILITY OR EQUIPMENT, LOST BUSINESS, REVENUES OR PROFITS, LOSS OF GOODWILL, FAILURE TO ACHIEVE COST SAVINGS, FAILURE OR INCREASED COST OF OPERATIONS, LOSS, DAMAGE OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, DOWNTIME, SHUTDOWN, SERVICE INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (B) FOR ANY DIRECTCONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES ENHANCED DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE CASE OF EACH OF CLAUSE (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATAA) AND CLAUSE (B), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERDAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONREGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, REIMBURSEMENTTORT, STRICT LIABILITY OR DAMAGES ARISING IN CONNECTION WITH: (AOTHERWISE) CUSTOMER INABILITY TO USE UPON WHICH THE SERVICESCLAIM IS BASED, INCLUDING AS A RESULT AND NOTWITHSTANDING THE FAILURE OF ANY (I) TERMINATION AGREED OR SUSPENSION OTHER REMEDY OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEITS ESSENTIAL PURPOSE.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA; OR (E) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. IN ANY CASE, COMPANY EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. COMPANY EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), BREACH OF ANY NDA ENTERED INTO IN CONNECTION WITH THE SERVICES OR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE LICENSORS, AGENTS AND CONTRACTORS WILL NOT BE LIABLE TO CUSTOMER THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA OR DATA), OTHER LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING ) IN CONNECTION WITHWITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (A) CUSTOMER THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR AND SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR UNAUTHORIZED ACCESS TO THE SERVICE OFFERINGSOR ALTERATION OF YOUR CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATATHIRD PARTY CONTENT. IN ANY CASE, COMPANY EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), BREACH OF ANY NDA ENTERED INTO IN CONNECTION WITH THE SERVICES OR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT AMOUNTS PAYABLE OR PAID BY YOU TO NI FOR YOUR USE OF THE SERVICE THAT GAVE RISE TO THE CLAIM SERVICES DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.TWELVE

Limitations of Liability. COMPANY WILL NOT IN NO EVENT SHALL THE CREDIT UNION BE LIABLE TO CUSTOMER MEMBER FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, SPECIAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED ARISING OUT OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, USE OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESPROGRAM AND DOCUMENTATION, INCLUDING AS A RESULT OF OR FOR ANY (I) TERMINATION OR SUSPENSION CLAIM BY ANOTHER PARTY. THE CREDIT UNION’S DUTIES AND RESPONSIBILITIES IN CONNECTION WITH ACH TRANSACTIONS AND CHECK 21 TRANSACTIONS ARE LIMITED TO THOSE DESCRIBED IN THIS AGREEMENT. THE CREDIT UNION WILL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND TO HAVE ACTED REASONABLY IF THE CREDIT UNION HAS ACTED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS AND WILL BE LIABLE FOR LOSS SUSTAINED BY THE MEMBER ONLY TO THE SERVICE OFFERINGSEXTENT SUCH LOSS IS CAUSED BY THE CREDIT UNION’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE CREDIT UNION WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, (II) COMPANY DISCONTINUATION OF ANY SPECIAL OR ALL PUNITIVE DAMAGES, REGARDLESS OF THE SERVICE OFFERINGS, OR, CREDIT UNION’S ACT OR OMISSION. THE CREDIT UNION WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE: (IIIi) WITHOUT LIMITING ANY OBLIGATIONS UNDER RELATED TO THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION DISHONESTY OF THE SERVICES FOR ANY REASONMEMBER’S EMPLOYEES, OFFICERS OR AGENTS; (Bii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY RECEIVING CREDIT UNION’S FAILURE TO ACCEPT ANY ACH TRANSACTIONS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSCHECK 21 TRANSACTIONS; OR (Diii) RESULTING FROM ANY UNAUTHORIZED ACCESS TODELAY IN THE PERFORMANCE OF THIS AGREEMENT, ALTERATION OFWHICH IS CAUSED BY AN ACT OF GOD, FIRE OR THE DELETIONOTHER CASUALTY, DESTRUCTIONELECTRICAL OR COMPUTER FAILURE, DAMAGE, LOSS DELAYS OR FAILURE TO STORE ACT BY ANY CUSTOMER CONTENT CARRIER, MEDIUM OR DATAAGENT OPERATING BETWEEN THE CREDIT UNION AND THE MEMBER OR BETWEEN THE CREDIT UNION AND THIRD PARTIES OR ANY OTHER CONDITION OUTSIDE THE CREDIT UNION’S CONTROL. IN ANY CASE, COMPANY AGGREGATE LIABILITY NO THIRD PARTY WILL HAVE RIGHTS OR CLAIMS AGAINST THE CREDIT UNION UNDER THIS AGREEMENT WILL NOT EXCEED AGREEMENT. THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER TERMS OF THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. **(If processing ACH only, skip to page 13 of agreement for signatures and schedules) IN ADDITION TO THE CLAIM DURING GENERAL TERMS OF THIS AGREEMENT, THE 12 MONTHS BEFORE THE LIABILITY AROSE.FOLLOWING PROVISIONS APPLY TO MEMBERS PROCESSING CHECKS VIA REMOTE DEPOSIT CAPTURE USING OUR SOFTWARE PROVIDER:

Limitations of Liability. COMPANY YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND SCRIPTDROP APPLICATION REMAINS WITH YOU. NEITHER SCRIPTDROP, INC., SCRIPTDROP, NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SCRIPTDROP, INC., OR SCRIPTDROP SERVICES WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR EXEMPLARY LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SCRIPTDROP APPLICATION, WEBSITE, OR THE INABILITY TO USE OR ACCESS A PROFILE OR ANY SPECIFIC PROFILE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING DAMAGES FOR LOSS OF PROFITSNEGLIGENCE), REVENUESPRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, CUSTOMERSAND WHETHER OR NOT SCRIPTDROP, OPPORTUNITIES, GOODWILL, USEINC., OR DATA), EVEN IF A PARTY SCRIPTDROP HAS BEEN ADVISED INFORMED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, COMPANY IN NO EVENT WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, SCRIPTDROP’S AGGREGATE LIABILITY ARISING OUT OF OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION SERVICES OR SUSPENSION OF THIS AGREEMENT SCRIPTDROP APPLICATION OR CUSTOMER WEBSITE EXCEED THE AMOUNTS YOU HAVE PAID FOR THE SCRIPTDROP APPLICATION USE OF THE SAME, IF YOU HAVE MADE ANY PAYMENTS TO SCRIPTDROP, INC., OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL SCRIPTDROP FOR USE OF THE SERVICE OFFERINGSSAME OR ONE HUNDRED DOLLARS ($100), OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER WHICHEVER IS GREATER. THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME LIMITATIONS OF ALL OR A PORTION DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE SERVICES BASIS OF THE BARGAIN BETWEEN SCRIPTDROP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the Services. THE FOREGOING DOES NOT AFFECT ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS LIABILITY THAT CANNOT BE EXCLUDED OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY LIMITED UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAPPLICABLE LAW.

Limitations of Liability. COMPANY WILL NOT IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS, BE LIABLE TO CUSTOMER OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECTGENERAL, SPECIAL, INDIRECT, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, REVENUESBUSINESS INTERRUPTION, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEBREACH OF SECURITY, OR LOST OR DAMAGED DATA)) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY RSA, EVEN IF A EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHEREXCLUDING EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, COMPANY WILL NOT BE RESPONSIBLE THE TOTAL LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY COMPENSATIONALL DAMAGES, REIMBURSEMENTLOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR DAMAGES ARISING IN CONNECTION WITH: (AOTHERWISE) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL SHALL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TOTAL FEES PAID BY PARTNER HEREUNDER DURING THE SERVICE THAT GAVE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELIABILITY. EXHIBIT A ALLIANCE PARTNER ADDENDUM This Alliance Partner Addendum (the “Alliance Partner Addendum”) is incorporated by reference into the Agreement only for Partners who have been authorized in writing by RSA as Alliance Partners. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Alliance Partner Addendum constitutes a supplement to the Agreement for Alliance Partners. All terms of the Agreement shall remain in full force and effect except to the extent this Alliance Partner Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Alliance Partner Addendum shall take precedence. ORDERING AGREEMENTS. If Alliance Partner purchases products or services from RSA, Alliance Partner will order from the applicable RSA entity until further notice, and such purchases are subject to and governed by the existing Master Alliance, Strategic Alliance or any substantially similar existing agreement (“RSA Ordering Agreement”). If no RSA Ordering Agreement is in place between Alliance Partner and RSA, Alliance Partner must execute an RSA Ordering Agreement in order to purchase products and services directly from RSA for resale. EXHIBIT B DISTRIBUTOR ADDENDUM This Distributor Addendum (the “Distributor Addendum”) is incorporated by reference into the Agreement only for Partners who have been authorized in writing by RSA as Distributors. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Distributor Addendum constitutes a supplement to the Agreement for Distributors. All terms of the Agreement shall remain in full force and effect except to the extent this Distributor Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Distributor Addendum shall take precedence.

Limitations of Liability. AGERA ENERGY WILL PROVIDE ELECTRIC ENERGY TO CUSTOMER THROUGHOUT THE TERM OF THIS AGREEMENT. THE PARTIES UNDERSTAND AND ACKNOWLEDGE, HOWEVER, THAT NEITHER PARTY CONTROLS NOR PHYSICALLY TAKES POSSESSION OF THE ELECTRIC ENERGY PRIOR TO DELIVERY TO THE CUSTOMER. THEREFORE, NEITHER PARTY WILL BE RESPONSIBLE TO THE OTHER FOR ANY DAMAGES ASSOCIATED WITH FAILING TO DELIVER THE ELECTRIC ENERGY NOR FOR ANY DAMAGES IT MAY CAUSE PRIOR TO DELIVERY TO CUSTOMER. THE ELECTRIC ENERGY WILL BE DELIVERED TO CUSTOMER WHERE IT WILL BE DEEMED IN CUSTOMER’S POSSESSION AND CONTROL. AFTER THE ELECTRIC ENERGY IS DELIVERED TO CUSTOMER, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS AGERA ENERGY, ITS PARENT COMPANY AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, ASSOCIATES, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, DEMANDS, JUDGMENTS, CAUSES OF ACTION OR SUITS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, CLAIMS FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO THE ELECTRIC ENERGY SOLD UNDER THIS AGREEMENT. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY WILL NOT APPLY. IF NO EXPRESS REMEDY IS PROVIDED, AGERA ENERGY’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY (WHICH WILL NOT TO EXCEED THE AMOUNT OF CUSTOMER’S SINGLE LARGEST MONTHLY INVOICE AMOUNT IN THE PAST 12 MONTHS). SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY ARE WAIVED. AGERA ENERGY WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIALPUNITIVE, CONSEQUENTIAL EXEMPLARY OR EXEMPLARY INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. THE PARTIES INTEND THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES (BE WITHOUT REGARD TO THE CAUSES RELATED THERETO INCLUDING DAMAGES FOR LOSS THE NEGLIGENCE OF PROFITSANY PARTY, REVENUESWHETHER SUCH NEGLIGENCE BE SOLE, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEJOINT OR CONCURRENT, OR DATA)ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, EVEN IF THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A PARTY HAS BEEN ADVISED REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, HARM OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELOSS.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESSERVICE OFFERINGS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTSSLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES SERVICE OFFERINGS FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED BE LIMITED TO THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE PRECEDING THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR SIX (6) MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY WILL NOTWITHSTANDING ANYTHING TO THE CONTRARY, VOITH’S AGGREGATE LIABILITY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE ORDER, OR FROM VOITH’S PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT, OR FROM ANY PRODUCT OR SERVICE, SHALL IN NO CASE EXCEED THE PORTION OF THE PURCHASE PRICE ATTRIBUTABLE TO THE PARTICULAR PRODUCT OR SERVICE FROM WHICH THE LIABILITY ARISES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, VOITH SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECTSPECIAL DAMAGES, INDIRECTPUNITIVE DAMAGES, INCIDENTALINDIRECT DAMAGES, SPECIALINCIDENTAL DAMAGES, CONTINGENT DAMAGES, CONSEQUENTIAL DAMAGES, SIMILAR TYPES OF DAMAGES OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSSES, LOSS OF PROFITS, REVENUESDOWNTIME, CUSTOMERSLOSS OF PRODUCTION, OPPORTUNITIESLOSS OF REVENUES OR LOSS OF USE OF ANY PROPERTY OR CAPITAL OF BUYER, GOODWILL, USE, ANY OF ITS AFFILIATES OR DATA)ANY THIRD PARTY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOSSES HAS BEEN DISCLOSED TO VOITH IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY VOITH. FURTHERTHE LIMIT ON THE AMOUNT OF VOITH’S LIABILITY AND THE EXCLUSIONS OF DAMAGES AND LOSSES SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, COMPANY WILL NOT WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS. THE LIMIT ON THE AMOUNT OF VOITH’S LIABILITY AND THE EXCLUSIONS OF DAMAGES AND LOSSES SHALL BE RESPONSIBLE FOR DEEMED TO BE INDEPENDENT OF, AND SHALL SURVIVE, ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE FAILURE OF THE SERVICES, INCLUDING AS A RESULT ESSENTIAL PURPOSE OF ANY (I) TERMINATION OR SUSPENSION LIMITED REMEDY UNDER THE TERMS OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAGREEMENT.

Limitations of Liability. COMPANY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOT XXXXXXXXXX.XX BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER XXXXXXXXXX.XX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHER, COMPANY UNDER NO CIRCUMSTANCES WILL NOT XXXXXXXXXX.XX BE RESPONSIBLE FOR ANY COMPENSATIONDAMAGE, REIMBURSEMENTLOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO USE THE SERVICESMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING AS A RESULT OF XXXXXXXXXX.XX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) TERMINATION ERRORS, MISTAKES, OR SUSPENSION INACCURACIES OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, CONTENT; (II) COMPANY DISCONTINUATION PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR ALL USE OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.;

Limitations of Liability. COMPANY NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, A PARTY WILL NOT BE LIABLE TO CUSTOMER THE OTHER PARTY FOR ANY DIRECTSPECIAL, INDIRECT, INCIDENTAL, SPECIALPUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES LOST PROFITS) OR FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, LOST DATA SUSTAINED OR DATA)INCURRED IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. FURTHERIN ADDITION, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES VENDORS TOTAL LIABILITY TO TIPS ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OUT OF OR ACCESS RELATING TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT IN NO EVENT EXCEED THE TOTAL AMOUNT CUSTOMER ACTUALLY PAYS COMPANY PAID BY TIPS MEMBERS TO VENDOR FOR TIPS SALES MADE UNDER THIS AGREEMENT FOR AGREEMENT. THE SERVICE THAT GAVE RISE PARTIES ARE NOT LIABLE TO THE OTHER PARTY FOR DAMAGES CAUSED IN ANY PART BY THEIR OWN NEGLIGENCE OR INTENTIONAL ACTS OR, EXCEPT AS EXPRESSLY SET FORTH HEREIN, FOR ANY CLAIM DURING AGAINST THEM OR ANYONE ELSE BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW THE 12 MONTHS BEFORE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO TIPS. THE PARTIES AGREE THAT THE LIABILITY AROSE.LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement. TIPS VENDOR AGREEMENT SIGNATURE FORM TIPS RFP 240506 ELECTION EQUIPMENT AND SERVICES Vendor Name: Xxxx InterCivic, Inc. Vendor Address: 0000 Xxxxx Xxxx Xxxx, Xxxx 0, Xxxxx 000 City: Austin State: TX Zip Code: 78728 Vendor Authorized Signatory Name: Xxxxx Xxxxxx Vendor Authorized Signatory Title: President & CEO Vendor Authorized Signatory Phone: 000-000-0000 Vendor Authorized Signatory Email: _xxxxxxx@xxxxxx.xxx Vendor Authorized Signature: Date: 08/19/2024 (The following is for TIPS completion only) TIPS Authorized Signatory Name: Xx. Xxxxx Xxxxx _____________________ TIPS Authorized Signatory Title: Executive Director 8/20/2024 TIPS Authorized Signature: Date: TIPS Vendor Agreement Signature Form Page 1 240506 Xxxx InterCivic, Inc Supplier Response Event Information Number: 240506 Title: Election Equipment and Services Type: Request for Proposal Issue Date: 5/2/2024 Deadline: 6/21/2024 03:00 PM (CT) Notes: This is a solicitation issued by The Interlocal Purchasing System (TIPS), a department of Texas Region 8 Education Service Center. It is an Indefinite Delivery, Indefinite Quantity ("IDIQ") solicitation. It will result in contracts that provide, through adoption/"piggyback" an indefinite quantity of supplies/services, during a fixed period of time, to TIPS public entity and qualifying non-profit "TIPS Members" throughout the nation. Thus, there is no specific project or scope of work to review. Rather this solicitation is issued as a prospective award for utilization when any TIPS Member needs the goods or services offered during the life of the agreement. IF YOU CURRENTLY HOLDS TIPS CONTRACT 210501 ELECTION EQUIPMENT AND SERVICES ("210501"), YOU MUST RESPOND TO THIS SOLICITATION TO PREVENT LAPSE OF CONTRACT UNLESS YOU HOLD ANOTHER CURRENT TIPS CONTRACT THAT COVERS ALL OF YOUR ELECTION EQUIPMENT AND SERVICE OFFERINGS. THIS AWARDED CONTRACT WILL REPLACE YOUR EXPIRING TIPS CONTRACT 210501. IF YOU HOLD ANOTHER TIPS CONTRACT OTHER THAN 210501 WHICH COVERS ALL OF YOUR ELECTION EQUIPMENT AND SERVICE OFFERINGS AND YOU ARE SATISFIED WITH IT, THERE IS NO NEED TO RESPOND TO THIS SOLICITATION UNLESS YOU PREFER TO HOLD BOTH CONTRACTS. Contact Information Address: Region 8 Education Service Center 0000 XX Xxxxxxx 000 Xxxxx Pittsburg, TX 75686 Phone: +0 (000) 000-0000 Email: xxxx@xxxx-xxx.xxx Xxxx InterCivic, Inc Information Contact: Xxxx Xxxxxx Address: PO Box 80649 Austin, TX 00000-0000 Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxx@xxxxxx.xxx Web Address: xxx.xxxxxxxxxxxxxx.xxx By submitting your response, you certify that you are authorized to represent and bind your company. Xxxxx Xxxxxx xxxxxxx@xxxxxx.xxx Signature Email Submitted at 6/20/2024 12:37:10 PM (CT)

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LICENSOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY LICENSOR UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR ONE (1) YEAR PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY WE WILL EXERCISE ORDINARY CARE IN PROVIDING THE SERVICES HEREUNDER WE WILL NOT BE LIABLE TO CUSTOMER YOU FOR OUR PERFORMANCE OF, OR OUR FAILURE TO, PERFORM ANY DIRECTSERVICE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNLESS WE HAVE ACTED IN BAD FAITH OR FAILED TO EXERCISE ORDINARY CARE. UNLESS EXPRESSLY PROHIBITED OR OTHERWISE RESTRICTED BY APPLICABLE LAW OR THIS AGREEMENT, INDIRECT, INCIDENTAL, IN NO EVENT WILL YOU OR WE BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS ARISING OUT OF PROFITSOR IN CONNECTION WITH THE FURNISHING, REVENUESPERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, REGARDLESS OF WHETHER YOU OR DATA), EVEN IF A PARTY HAS WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. IF A COURT OR ARBITRATOR FINDS THAT WE ARE LIABLE TO YOU BECAUSE OF WHAT WE DID OR DID NOT DO UNDER OR IN CONNECTION WITH THIS AGREEMENT, YOU MAY RECOVER FROM US ONLY YOUR ACTUAL DAMAGES. FURTHERUNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE OR LIABLE FOR ANY OTHER ENTITY’S (NOT UNDER OUR DIRECT CONTROL) ACTS OR OMISSIONS INCLUDING, COMPANY WITHOUT LIMITATION, ANY FEDERAL RESERVE BANK OR TRANSMISSION OR COMMUNICATION FACILITY. WE WILL NOT BE RESPONSIBLE LIABLE FOR DELAYS OR MISTAKES WHICH HAPPEN BECAUSE OF REASONS WHICH ARE BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF CIVIL, MILITARY OR BANKING AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, PANDEMIC, EPIDEMIC, WAR, RIOTS, TRANSPORTATION FAILURES, ACTS OF GOD, INCLUDING FIRES, FLOODS AND OTHER NATURAL DISASTERS, COMMUNICATION OR POWER SUPPLY FAILURE, OR MALFUNCTION OF OR UNAVOIDABLE DIFFICULTIES WITH OUR EQUIPMENT, INCLUDING COMPUTER MALFUNCTION OR SHUTDOWN. THE LIMITATIONS AND EXCLUSIONS IN THIS PARAGRAPH SHALL APPLY TO ALL CLAIMS OF EVERY KIND, NATURE AND DESCRIPTION WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, GROSS NEGLIGENCE OR OTHER TORT, AND WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND ALL OF YOUR BUSINESS WITH US. WE WILL NOT BE LIABLE TO YOU FOR ANY COMPENSATIONLOSSES, REIMBURSEMENTDAMAGES, COSTS, PENALTIES OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING EXPENSES YOU MAY INCUR AS A RESULT OF YOUR EMPLOYER’S FAILURE TO MAKE ANY (I) TERMINATION EMPLOYER CONTRIBUTIONS TO YOUR HSA. WE ARE NOT RESPONSIBLE FOR MONITORING OR SUSPENSION NOTIFYING YOU OF THIS AGREEMENT YOUR EMPLOYER’S CONTRIBUTIONS TO YOUR HSA. YOU ARE RESPONSIBLE FOR CONTACTING YOUR EMPLOYER REGARDING ITS CONTRIBUTIONS AND MONITORING THOSE CONTRIBUTIONS. WE WILL PROVIDE AN ACCOUNT SUMMARY ONLINE FOR FREE OR CUSTOMER USE OF WILL MAIL A PAPER ACCOUNT SUMMARY FOR A FEE. WE WILL NOT BE LIABLE TO YOU FOR ANY STATEMENTS, REPRESENTATIONS, ACTIONS OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION INACTIONS OF ANY INSURANCE AGENT OR AGENCY THAT SELLS YOU AN INSURANCE PLAN IN CONNECTION WITH YOUR HSA. THE INSURANCE AGENT OR AGENCY IS NOT OUR PARTNER, AGENT, AFFILIATE, REPRESENTATIVE OR CO-VENTURER. YOU AGREE TO INDEMNIFY AND HOLD HSA BANK HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) RESULTING FROM ANY ERROR ON YOUR PART, OR ANY FAILURE ON YOUR PART TO EXERCISE ORDINARY CARE, IN THE PROVISION, TRANSMISSION OR PROCESSING OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING DATA PROVIDED TO HSA BANK HEREUNDER OR IN COMPLYING WITH ANY NACHA RULES OR IN HSA BANK RELYING ON YOUR REQUEST AND INSTRUCTIONS OR COMPLYING WITH OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTSOFFICE OF FOREIGN ASSETS CONTROL (“OFAC”), ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAND UCC ARTICLE 4A. The limitations of liability in this Section shall be in addition to and shall not limit any other limitations on our liability set forth in this Agreement.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED BE LIMITED TO THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESERVICE.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT WE BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY US UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR 12- MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOR $1,000, WHICHEVER IS GREATER.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT XXXX BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BAIN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT XXXX XXXX’X AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY BAIN UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR ONE-YEAR PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY AROSEWHICH CANNOT LEGALLY BE LIMITED.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL AGGRAVATED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA, UNAUTHORIZED DATA DISCLOSURE, OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE (12) MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR 7.1.SHOULD END USER, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEPARTY CLAIMING THROUGH END USER, OR DATA)ANY PARTY CLAIMING TO HAVE IN ANY WAY RELIED UPON THE SERVICES SUFFER ANY LOSS, EVEN IF A PARTY HAS BEEN ADVISED DAMAGE, COST OR EXPENSE FROM ITS USE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT THEN THE MAXIMUM AGGREGATE AMOUNT OF ANY (I) TERMINATION OR SUSPENSION LIABILITY OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS RED SKY, ITS OFFICERS, EMPLOYEES AND AGENTS WILL BE LIMITED TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FEES PAID RED SKY FOR THE SERVICE THAT GAVE CAUSED OR ALLEGEDLY CAUSED SUCH LOSS, DAMAGE, COST OR EXPENSE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. IN NO EVENT SHALL RED SKY, UNDER THIS AGREEMENT OR OTHERWISE BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, CONSEQUENTIAL, STATUTORY, OR PUNITIVE, DAMAGES. THE CLAIM DURING LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE 12 MONTHS BEFORE FORM OF ACTION, WHETHER IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, AND STRICT LIABILITY IN TORT); (iii) EVEN IF RED SKY IS INFORMED IN ADVANCE OF THE LIABILITY AROSEPOSSIBLITY OF SUCH DAMAGES OCCURRING AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF END USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION IS SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS. If applicable law limits the application of the provisions of this Section 7, Red Sky's liability will be limited to the maximum extent permissible.

Limitations of Liability. COMPANY In Process NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, DOCUSIGN WILL NOT NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING DAMAGES FOR BUT NOT LIMITED TO LOST PROFITS OR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA)BUSINESS, EVEN IF A PARTY HAS BEEN ADVISED APPRISED OF THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGESDAMAGES OCCURRING. FURTHERUNDER NO CIRCUMSTANCES WILL DOCUSIGN'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), COMPANY WILL NOT BE RESPONSIBLE FOR REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY COMPENSATIONACTION OR CLAIM IS BASED ON CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), OR DAMAGES ARISING IN CONNECTION WITH: (A) OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER INABILITY TO USE PARTNER UNDER THIS AGREEMENT DURING THE SERVICES, INCLUDING AS A RESULT 3 MONTHS PRECEDING THE DATE OF ANY (I) TERMINATION THE ACTION OR SUSPENSION CLAIM. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DOCUSIGN TO CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL AND IS AN ESSENTIAL ELEMENT OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER BASIS OF THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OR A PORTION OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER WARRANTIES AND REMEDIES IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.AGREEMENT

Limitations of Liability. COMPANY 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, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH 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 TO CUSTOMER FOR ANY DIRECTDAMAGE 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 HID SHALL NOT BE LIABLE WHETHER IN CONTRACT, INDIRECTTORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR 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, INCIDENTAL, SPECIALINDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, CONSEQUENTIAL OR EXEMPLARY REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY: • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES NEGLIGENCE; • FOR ANY COMPENSATION, REIMBURSEMENT, MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO EXCLUDE OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSLIMIT ITS LIABILITY AT APPLICABLE LAW; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, • FOR FRAUD OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.FRAUDULENT MISREPRESENTATION

Limitations of Liability. COMPANY WILL NOT UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO CUSTOMER YOU FOR ANY DIRECTINDIRECT, INDIRECTPUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA, OR DATA)OTHER INTANGIBLE PROPERTY, EVEN IF A PARTY HAS BEEN ADVISED ARISING OUT OF THE POSSIBILITY OR RELATING TO ANY ACCESS OR USE OF SUCH DAMAGES. FURTHEROR INABILITY TO ACCESS OR USE OF OUR SERVICES, COMPANY NOR WILL NOT WE BE RESPONSIBLE FOR ANY COMPENSATIONDAMAGE, REIMBURSEMENTLOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: WITH AUTHORIZED OR UNAUTHORIZED USE OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE (A) CUSTOMER INABILITY THE AMOUNTS YOU HAVE PAID US TO USE US IN THE SERVICES, INCLUDING AS A RESULT OF ANY SIX (I6) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO MONTHS PRECEDING THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL DATE OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED CLAIM OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE COST LOCAL CURRENCY OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS THE APPLICABLE JURISDICTION. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEEXTENT PROHIBITED BY LAW.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT OMNIBYTE BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS XXXX UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSB) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER OMNIBYTE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL OMNIBYTE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS XXXX UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY OMNIBYTE UNDER THIS AGREEMENT WILL NOT EXCEED XXXX IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE (12) MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY WILL NOT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15, IN NO EVENT SHALL: (a) DATADOG, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY LOSSES ARISING OUT OF OR RELATING TO THE GCP MARKETPLACE OR CUSTOMER’S AGREEMENT(S) WITH Google OR, IF APPLICABLE, RESELLER; (b) EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE TO CUSTOMER FOR ANY DIRECTINDIRECT, INDIRECTPUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA OR DATAOTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS XXXX; AND (c) EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS XXXX EXCEED THE AMOUNTS PAID TO DATADOG BY Google UNDER THE APPLICABLE MARKETPLACE ORDER(S), INCLUDING PRIOR MARKETPLACE ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF A THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE. FURTHER, COMPANY WILL THE EXCLUSIONS SHALL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE CUSTOMER’S BREACH OF SECTION 7.2. THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION PROVISIONS OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO SECTION 15 ALLOCATE THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY RISKS UNDER THIS AGREEMENT WILL NOT EXCEED XXXX BETWEEN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEXXXX.

Limitations of Liability. COMPANY WILL NOT Liability Limitations. Without limiting SUBCONTRACTOR's obligations to the Owner under the Prime Contract, this Article shall apply notwithstanding any other provision of this AGREEMENT to the contrary: NEITHER PARTY HERETO SHALL BE LIABLE TO CUSTOMER THE OTHER OR ITS AFFILIATES IN ANY ACTION OR CLAIM FOR ANY DIRECTBUSINESS INTERRUPTION, LOSS OF PROFIT, LOSS OF PRODUCT, LOSS OF USE, OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA)SPECIAL DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERTHE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY, COMPANY WILL NOT BE RESPONSIBLE FOR AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN CONTRACT, TORT, STATUTE OR OTHERWISE. ANY COMPENSATIONLIMITATION ON OR EXCULPATION FROM LIABILITY AFFORDED A PARTY BY THIS AGREEMENT SHALL CONSTITUTE AN AGGREGATE LIMIT ON THE LIABILITY OF ONE PARTY TO THE OTHER AND ITS AFFILIATES, REIMBURSEMENTAND SHALL LIKEWISE LIMIT THE LIABILITY OF A PARTY'S AFFILIATES, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT SUBCONTRACTORS AND VENDORS OF ANY (I) TERMINATION OR SUSPENSION TIER, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES. FOR PURPOSES OF THIS AGREEMENT ARTICLE, AN "AFFILIATE" OF A PARTY INCLUDES ANY PARENT, SUBSIDIARY OR CUSTOMER USE OF AFFILIATED CORPORATION, PARTNERSHIP OR ACCESS TO THE SERVICE OFFERINGSOTHER LEGAL ENTITY, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSAND ITS AND THEIR OFFICERS, ORAGENTS, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTSEMPLOYEES AND INSURERS. Except as expressly provided in this Article, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTSthere are no third-party beneficiaries of this Agreement. This Agreement does not create or confer any legal claim or cause of action in favor of any Party not a signatory to this Agreement and the obligations and legal duties imposed on any Party by this Agreement are owed exclusively to the other Party or Parties and are not owed to any Party not a signatory to this Agreement. GENERAL CONTRACTOR and SUBCONTRACTOR shall each obtain endorsements on all insurance applicable to this project, EXPENDITURESwhich shall waive all rights of subrogation against the other party, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TOtheir affiliates, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEand their other SUBCONTRACTORs and vendors of any tier.

Limitations of Liability. IN NO EVENT SHALL THE COMPANY WILL NOT OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIALSPECIAL OR PUNITIVE DAMAGES, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA OR DATA)OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF A PARTY COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY WILL NOT BE RESPONSIBLE THE COMPANY’S LIABILITY TO YOU FOR ANY COMPENSATIONCAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS WILL AT ALL TIMES BE LIMITED TO THE SERVICE OFFERINGSAMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (II3) COMPANY DISCONTINUATION MONTHS PRIOR TO ANY CAUSE OF ANY ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE SERVICE OFFERINGSABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, ORAND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE A CALIFORNIA RESIDENT, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE SERVICE LEVEL AGREEMENTSCREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEDEBTOR."

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LICENSOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $1.00 (THE "LIABILITY CAP"). SEEKING AND RECEIVING THE AM AMOUNT EQUAL TO THE LIABILITY CAP SHALL BE THE SOLE REMEDY OF LICENSEE FOR ALL DAMAGES AND CLAIMS, INCLUDING BUT NOT LIMITED TO THIRD PARTY CLAIMS, ARISING FROM, RELATED TO OR SUSPENSION OF ASSOCIATED WITH THIS AGREEMENT AGREEMENT, THE SOFTWARE OR CUSTOMER THE USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS SOFTWARE BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELICENSE.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LICENSOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECT(a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES, (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERSOR PROFITS, OPPORTUNITIES(c) LOSS OF GOODWILL OR REPUTATION, GOODWILL, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR DATA)RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, EVEN IF A PARTY HAS BEEN OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED TIMES THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY LICENSOR UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAGREEMENT.

Limitations of Liability. COMPANY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOT JASPER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER XXXXXX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL XXXXXX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XXXXXX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) CUSTOMER PROPERTY OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL JASPER, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO JASPER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF A PARTY XXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE APPLY TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEEXTENT PROHIBITED BY APPLICABLE LAW.

Limitations of Liability. COMPANY WILL NOT IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS, BE LIABLE TO CUSTOMER OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECTGENERAL, SPECIAL, INDIRECT, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, REVENUESBUSINESS INTERRUPTION, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEBREACH OF SECURITY, OR LOST OR DAMAGED DATA)) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY RSA, EVEN IF A EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHEREXCLUDING EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, COMPANY WILL NOT BE RESPONSIBLE THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ANY COMPENSATIONALL DAMAGES, REIMBURSEMENTLOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR DAMAGES ARISING IN CONNECTION WITH: (AOTHERWISE) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL SHALL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TOTAL FEES PAID BY PARTNER HEREUNDER DURING THE SERVICE THAT GAVE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELIABILITY. EXHIBIT A ALLIANCE PARTNER ADDENDUM This Alliance Partner Addendum (the “Alliance Partner Addendum”) is incorporated by reference into the Agreement only for Partners who have been authorized in writing by RSA as Alliance Partners. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Alliance Partner Addendum constitutes a supplement to the Agreement for Alliance Partners. All terms of the Agreement shall remain in full force and effect except to the extent this Alliance Partner Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Alliance Partner Addendum shall take precedence. ORDERING AGREEMENTS. If Alliance Partner purchases products or services from RSA, Alliance Partner will order from the applicable RSA entity until further notice, and such purchases are subject to and governed by the existing Master Alliance, Strategic Alliance or any substantially similar existing agreement (“RSA Ordering Agreement”). If no RSA Ordering Agreement is in place between Alliance Partner and RSA, Alliance Partner must execute an RSA Ordering Agreement in order to purchase products and services directly from RSA for resale. EXHIBIT B DISTRIBUTOR ADDENDUM This Distributor Addendum (the “Distributor Addendum”) is incorporated by reference into the Agreement only for Partners who have been authorized in writing by RSA as Distributors. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Distributor Addendum constitutes a supplement to the Agreement for Distributors. All terms of the Agreement shall remain in full force and effect except to the extent this Distributor Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Distributor Addendum shall take precedence.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE (12) MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY EXCEPT WITH [**], IN NO EVENT WILL NOT EITHER PARTY BE LIABLE TO CUSTOMER THE OTHER FOR ANY DIRECTCONSEQUENTIAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIALSPECIAL OR INCIDENTAL DAMAGES, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA), OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, INCURRED IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING THE FURNISHING, PERFORMANCE OR USE OF THE ENTERPRISE PLATFORM OR DOCUMENTATION PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHEREXCEPT FOR A BREACH OF SECTION 3 (LICENSE RESTRICTIONS AND OBLIGATIONS) OR SECTION 13 (CONFIDENTIALITY) AND [**], COMPANY IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT (OTHER THAN FOR PAYMENT OF LICENSE FEES, SUPPORT AND MAINTENANCE FEES, AND ANY OTHER AMOUNTS OWED TO GMI UNDER THIS AGREEMENT) [**]. THE ENTERPRISE PLATFORM IS NOT BE RESPONSIBLE INTENDED FOR USE IN CONNECTION WITH ANY COMPENSATIONNUCLEAR, REIMBURSEMENTAVIATION, MASS TRANSIT, LIFE SUPPORT OR WEAPONS SYSTEM APPLICATION OR ANY OTHER INHERENTLY HAZARDOUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESMASS DESTRUCTION, INCLUDING AND IVB AGREES THAT GMI WILL HAVE NO LIABILITY OF ANY KIND AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER SUCH USE OF OR ACCESS THE ENTERPRISE PLATFORM. IVB AGREES THAT IN NO EVENT -------- [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OMITTED PORTIONS. WILL ANY GMI LICENSOR OR SUPPLIER HAVE ANY LIABILITY OF ANY KIND TO IVB UNDER OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE AGREEMENT, AND ALL SUCH PARTIES ARE INTENDED BENEFICIARIES OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TOTHIS SECTION. The foregoing limitations of liability are independent of any exclusive remedies for breach of warranty and shall apply even if any remedy available to the parties hereunder is found to have failed of its essential purpose. IVB acknowledges that the compensation to GMI provided in this Agreement reflects the allocation of risks between the parties under this Agreement, ALTERATION OFincluding the foregoing limitations on liability, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEand that GMI would not enter into this Agreement in the absence of these limitations on its liability.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT BANDURA BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, EQUIPMENTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BANDURA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BANDURA’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY BANDURA UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR 12-MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY WILL NOT ENTITIES BE LIABLE TO CUSTOMER (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, REVENUESBUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, ARISING OUT OF OR DATARELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), 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 A PARTY HAS THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENTDAMAGE, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, THESE TERMS OR THE DELETIONDELIVERY, DESTRUCTIONUSE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE, LOSS SO THE ABOVE EXCLUSION OR FAILURE LIMITATION MAY NOT APPLY TO STORE YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY UNDER THIS AGREEMENT ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICE THAT GAVE SERVICES (OR COMPANY NFTS PURCHASED ON OR USING THE SERVICES) GIVING RISE TO THE CLAIM DURING CLAIM. THE 12 MONTHS BEFORE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE LIABILITY AROSEABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSB) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERIN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONINCLUDING BREACH OF CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT OTHERWISE EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT FOR THESE TERMS OF USE IN THE SERVICE THAT GAVE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.CLAIM.‌

Limitations of Liability. COMPANY IN NO EVENT WILL NOT EITHER PARTY BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY HAS BEEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS PAYABLE TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF AGREEMENT IN THE SERVICES FOR ANY REASON; (B) TWELVE-MONTH PERIOD PRECEDING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY PROVIDER’S TOTAL LIABILITY TO CUSTOMER AND ANY OF ITS AUTHORIZED USERS AND THIRD PARTY CLIENTS SHALL NOT EXCEED THE FEES PAID TO PROVIDER BY CUSTOMER FOR THE FAILED SERVICE FEATURE DURING THE PERIOD OF FAILURE. IN NO EVENT WILL NOT PROVIDER OR PROVIDER'S AFFILIATES BE LIABLE TO CUSTOMER CUSTOMER, ITS AUTHORIZED USERS OR TO ANY THIRD PARTY FOR (A) ANY CLAIMS ASSERTING OR BASED ON THE USE, INABILITY TO USE, LOSS, INTERRUPTION OR DELAY OF THE SERVICE, LOSS OF USE OF FACILITY OR EQUIPMENT, LOST BUSINESS, REVENUES OR PROFITS, LOSS OF GOODWILL, FAILURE TO ACHIEVE COST SAVINGS, FAILURE OR INCREASED COST OF OPERATIONS, LOSS, DAMAGE OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, DOWNTIME, SHUTDOWN, SERVICE INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (B) FOR ANY DIRECTCONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES ENHANCED DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE CASE OF EACH OF CLAUSE (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATAA) AND CLAUSE (B), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERDAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONREGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, REIMBURSEMENTTORT, STRICT LIABILITY OR DAMAGES ARISING IN CONNECTION WITH: (AOTHERWISE) CUSTOMER INABILITY TO USE UPON WHICH THE SERVICESCLAIM IS BASED, INCLUDING AS A RESULT AND NOTWITHSTANDING THE FAILURE OF ANY (I) TERMINATION AGREED OR SUSPENSION OTHER REMEDY OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEITS ESSENTIAL PURPOSE.

Limitations of Liability. COMPANY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR PARENT COMPANY, AFFILIATES, OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PERIL PROTECT SYSTEM, OUR INTERFACES, OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON INFORMATION OBTAINED FROM OUR INTERFACES OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM AN ACT OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR INTERFACES OR THE SERVICES, INCLUDING THE HUB OR WATER SENSORS INSTALLED AT YOUR PREMISES. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE PERIL PROTECT SYSTEM OR ANY PROVISION OF THIS AGREEMENT, AS YOUR SOLE AND EXCLUSIVE REMEDY, YOU MAY DISCONTINUE USING OUR INTERFACES AND THE SERVICES. ALTHOUGH WE WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL YOUR LOSSES CAUSED BY AN UNAUTHORIZED USE OF OUR INTERFACES OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING YOU MAY BE LIABLE TO OTHERS, AS A RESULT OF ANY (I) TERMINATION WELL AS TO US, IF YOU USE OUR INTERFACES OR SUSPENSION THE SERVICES IN VIOLATION OF THIS AGREEMENT AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CUSTOMER USE THE EXCLUSION OR LIMITATION OF OR ACCESS CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE SERVICE OFFERINGSYOU, (II) COMPANY DISCONTINUATION OF ANY SOME OR ALL OF THE SERVICE OFFERINGSABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAND YOU MAY HAVE ADDITIONAL RIGHTS.

Limitations of Liability. COMPANY WILL NOT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15, IN NO EVENT SHALL: (a) DATADOG, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY LOSSES ARISING OUT OF OR RELATING TO (i) PARTNER’S RESALE OF SERVICES TO CUSTOMER, (ii) PARTNER’S PROVISION OF MANAGED SERVICES (INCLUDING THE SERVICES) TO CUSTOMER, (iii) PARTNER’S PROCESSING OF ANY ACCOUNT DATA, CUSTOMER DATA OR CUSTOMER CREDENTIALS OR (iv) ANY CUSTOMER ORDER, SUBJECT OT DATADOG’S OBLIGATIONS UNDER THESE TERMS; (b) EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE TO CUSTOMER FOR ANY DIRECTINDIRECT, INDIRECTPUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA OR DATA)OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THESE TERMS; AND (c) EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE FEES PAID TO DATADOG BY PARTNER UNDER THE APPLICABLE CUSTOMER ORDER THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF A THE NON- BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE. FURTHER, COMPANY WILL THE FOREGOING LIMITATION OF LIABILITY SHALL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, APPLY TO (1) PERSONAL INJURY OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASONDEATH RESULTING FROM LICENSOR’S NEGLIGENCE; (B2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSFOR FRAUD; OR (D3) FOR ANY UNAUTHORIZED ACCESS TOOTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW. THE EXCLUSIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 OR CUSTOMER’S BREACH OF SECTION 7.2. THE PROVISIONS OF THIS SECTION 15 ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, ALTERATION OF, OR AND THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEENTER INTO THESE TERMS.

Limitations of Liability. COMPANY WILL TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY CIRCUMSTANCE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE QSP PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, LOST DATA OR DATA)ANY DAMAGES OR SUMS PAID BY QUICKBOOKS SOLUTIONS PROVIDER TO THIRD PARTIES, EVEN IF A PARTY INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERTHE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, COMPANY WILL NOT BE RESPONSIBLE FOR WARRANTY OR ANY COMPENSATIONSTATUTORY DUTY, REIMBURSEMENTNEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR DAMAGES ARISING OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO AUTHORIZED QUICKBOOKS SOLUTIONS PROVIDER. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONNECTION WITH: CONTRACT, TORT (AINCLUDING NEGLIGENCE), OR OTHERWISE) CUSTOMER INABILITY TO USE SHALL NOT EXCEED THE SERVICES, INCLUDING AS A RESULT LESSER OF ANY (I) TERMINATION OR SUSPENSION OF AMOUNTS RECEIVED BY INTUIT UNDER THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, FIVE THOUSAND (II$5,000) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEDOLLARS.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOR $10,000 WHICHEVER IS LESS.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LICENSOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY LICENSOR UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR SIX MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY EXCEPT FOR A BREACH OF ANY PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), WILL NOT EITHER PARTY BE LIABLE TO CUSTOMER THE OTHER PARTY FOR ANY DIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIALEXEMPLARY, CONSEQUENTIAL CONSEQUENTIAL, INDIRECT OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING ARISING IN ANY WAY OUT OF THE USE OF ACA EMPLOYER REPORTING, THE MEDCOM PRODUCTS OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF PROFITSUSE, REVENUESLOSS OF DATA, CUSTOMERSCOSTS OF RECREATING DATA, OPPORTUNITIESTHE COST OF ANY SUBSTITUTE SERVICE, GOODWILLEQUIPMENT, USEPROGRAM, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS CLAIMS BY ANY THIRD PARTY. EXCEPT FOR A RESULT BREACH OF ANY (I) TERMINATION PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY’S LIABILITY ARISING OUT OF OR SUSPENSION OF RELATED TO THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO EXCEED THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME TOTAL AMOUNT OF ALL FEES PAID OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS PAYABLE TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY MEDCOM UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE SIX- MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM DURING WILL NOT ENLARGE OR EXTEND THESE LIMITS. NOT WITHSTANDING THE 12 MONTHS BEFORE FOREGOING, AND EXCEPT WHERE CLIENT HAS PROVIDED FLAWED OR INCORRECT DATA OR PROVIDED DATA PAST THE LIABILITY AROSETIMELINE AS OUTLINED IN THIS AGREEMENT, IF THE INTERNAL REVENUE SERVICE ASSESSES A PENALTY AGAINST CLIENT FOR FLAWED, UNTIMELY, OR INCORRECT REPORTING THAT IS DUE TO THE PERFORMANCE OF MEDCOM’S SERVICES UNDER THIS AGREEMENT, MEDCOM SHALL BE LIABLE FOR THE VALUE TO THE EXTENT ATTRIBUTABLE TO MEDCOM’S PERFORMANCE OF SUCH IRS PENALTIES.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT GRID BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GRID WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GRID’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY GRID UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE-MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. COMPANY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, DOCUSIGN WILL NOT NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING DAMAGES FOR BUT NOT LIMITED TO LOST PROFITS OR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA)BUSINESS, EVEN IF A PARTY HAS BEEN ADVISED APPRISED OF THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGESDAMAGES OCCURRING. FURTHERUNDER NO CIRCUMSTANCES WILL DOCUSIGN'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), COMPANY WILL NOT BE RESPONSIBLE FOR REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY COMPENSATIONACTION OR CLAIM IS BASED ON CONTRACT, REIMBURSEMENTTORT (INCLUDING NEGLIGENCE), OR DAMAGES ARISING IN CONNECTION WITH: (A) OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER INABILITY TO USE FOR THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO SUBSCRIPTION SERVICES UNDER THESE TERMS DURING THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED TO CUSTOMER FOR THE SUBSCRIPTION SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER AND IS AN ESSENTIAL ELEMENT OF THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OR A PORTION OTHER PROVISIONS OF THESE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE SERVICES FOR ANY REASON; (B) THE COST WARRANTIES AND REMEDIES IN THESE TERMS HAVE FAILED OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTSTHEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEportions of the above limitation may not apply to Customer.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT SE, SE’S LICENSORS OR RESELLERS BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXEMPLARY LOSSES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS, COVER DAMAGES OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS XXXX OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATANEGLIGENCE), EVEN IF A PARTY HAS CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SE, SE’S LICENSORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERFOR PURPOSES OF THIS SECTION 8, COMPANY WILL NOT BE RESPONSIBLE SE’S LICENSORS AND RESELLERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS XXXX AGAINST END USER. IN NO EVENT SHALL SE’S, SE’S LICENSORS’ OR RESELLERS’ LIABILITY FOR ANY COMPENSATIONALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID FOR END USER’S USE OF THE SOFTWARE DURING THE MOST RECENT 3 MONTHS TERM. IF THERE IS A RISK OF INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CONTINUED USE OF THE SOFTWARE, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: SE IS ENTITLED TO ITS OWN CHOICE OF (A) CUSTOMER INABILITY PROVIDING END USER WITH THE RIGHT TO USE CONTINUE USING THE SERVICESSOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) CHANGING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS SOFTWARE SO THAT THE VIOLATION CEASES, OR SERVICES; (C) TERMINATING THIS XXXX WITH IMMEDIATE EFFECT AND IN THE LATTER CASE REIMBURSING ANY INVESTMENTSPREPAID LICENSE FEE. SUCH REIMBURSEMENT SHALL CONSTITUTE END USER’S SOLE AND EXCLUSIVE REMEDY FOR THE EARLY TERMINATION OF THE XXXX AND ANY CLAIMS OF INFRINGEMENT. END USER MAY NOT RAISE ANY ADDITIONAL CLAIMS, EXPENDITURESINCLUDING ANY CLAIMS AGAINST SE REGARDING THE (DIS-)CONTINUED, OR COMMITMENTS BY CUSTOMER ANY DISRUPTION IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER THE, USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESOFTWARE.

Limitations of Liability. COMPANY YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE MOI ID SITE AND THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE MOI ID SITE AND THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MOI ID SITE AND THE SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LLAMAINDEX BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSB) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LLAMAINDEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LLAMAINDEX’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSINCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE HUNDRED U.S. DOLLARS (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.$100.00).‌

Limitations of Liability. COMPANY WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSERVICES OR BARNESTORM, INC. CONTENT, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSSERVICES OR BARNESTORM, INC. CONTENT, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSERVICES OR BARNESTORM, INC. CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. COMPANY IN NO EVENT SHALL XXXXXX’X (INCLUDING ITS SUPPLIERS’) AGGREGATE LIABILITY UNDER THIS XXXX EXCEED THE AMOUNT OF THE SOFTWARE SUBSCRIPTION FEES ACTUALLY PAID BY USER UNDER THE SUBSCRIPTION AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF AN EVENT THAT GIVES RISE TO ANY LIABILITY OF HYLAND. IN NO EVENT WILL NOT HYLAND OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY DIRECTINDIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS XXXX OR ANY USE OR INABILITY TO USE THE SOFTWARE, OR ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES (INCLUDING DAMAGES FOR OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF PROFITSFILES, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEDATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR DATA)CLAIMS BY THIRD PARTIES, EVEN IF A PARTY HAS HYLAND OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOSSES. FURTHERFOR USERS THAT PROVIDE HEALTHCARE SERVICES: IF USER USES THE SOFTWARE IN A CLINICAL SETTING, COMPANY WILL USER ACKNOWLEDGES THAT THE SOFTWARE IS AN ADVISORY DEVICE AND IS NOT INTENDED TO SUBSTITUTE FOR THE PRIMARY DEFENSES AGAINST DEATH OR INJURY DURING MEDICAL DIAGNOSIS, TREATMENT OR SIMILAR APPLICATIONS, WHICH DEFENSES SHALL CONTINUE TO BE RESPONSIBLE FOR ANY COMPENSATIONTHE SKILL, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL JUDGMENT AND KNOWLEDGE OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION USER’S USERS OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESOFTWARE.

Limitations of Liability. COMPANY WILL THE CONTENTS OF THE XXXXXX.XXX WEBSITE, AND THE EQUIPMENT LESSOR DELIVERS ARE PROVIDED “AS IS.” LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND ABOUT EQUIPMENT’S ACCURACY OR FUNCTIONALITY. LESSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE XXXXXXX.XXX WEBSITE, FOR ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE XXXXXXX.XXX WEBSITE, FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE XXXXXXX.XXX WEBSITE, OR FOR ANY CONDUCT BY USERS OF THE XXXXXXX.XXX WEBSITE. TO THE FULL EXTENT PERMISSIBLE BY LAW, LESSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE EQUIPMENT LESSOR DELIVERS, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN ADDITION, LESSOR DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE XXXXXXX.XXX WEBSITE IS ACCURATE, COMPLETE, OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. IN NO EVENT SHALL XXXXXXX.XXX BE LIABLE TO CUSTOMER LESSEE FOR ANY DIRECTSPECIAL, INCIDENTAL, INDIRECT, INCIDENTALOR CONSEQUENTIAL DAMAGES OF ANY KIND, SPECIAL, CONSEQUENTIAL OR EXEMPLARY ANY DAMAGES (INCLUDING DAMAGES FOR RESULTING FROM LOSS OF USE, DATA, OR PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, WHETHER OR DATA), EVEN IF A PARTY HAS BEEN NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY EQUIPMENT OR THE INFORMATION ON LESSOR’S WEBSITE. FURTHERWHILE LESSOR WILL MAKE A REASONABLE EFFORT TO RETURN ANY NON-LESSOR PROPERTY IT RECEIVES, COMPANY LESSOR WILL NOT BE RESPONSIBLE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE LOSSES OF OR ACCESS DAMAGE TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESUCH PROPERTY.

Limitations of Liability. COMPANY WILL NOT (a)IN NO EVENT SHALL THE XXXXXX PARTIES OR THEIR AFFILIATES BE LIABLE TO CUSTOMER THE ONEOK PARTIES OR THE PARTNERSHIP FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR EXEMPLARY INDIRECT (INCLUDING LOSS OF REVENUE, DIMINUTION IN VALUE AND ANY DAMAGES BASED ON A MULTIPLE) DAMAGES (IN TORT, CONTRACT OR OTHERWISE) UNDER OR IN RESPECT OF THIS AGREEMENT, THE ASSIGNMENT OR FOR ANY FAILURE OF PERFORMANCE RELATED HERETO HOWSOEVER CAUSED, WHETHER OR NOT ARISING FROM THE XXXXXX PARTIES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE; PROVIDED, HOWEVER, THAT THIS SECTION 7(A) SHALL NOT LIMIT THE ONEOK PARTIES’ RIGHT TO RECOVER FOR ANY SUCH DAMAGES TO THE EXTENT THE ONEOK PARTIES ARE REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY. (b)In no event shall the Xxxxxx Parties’ aggregate liability to the ONEOK Parties or their Affiliates exceed the amount of the Purchase Price, with respect to any breaches of the representations, warranties, covenants and agreements of the Xxxxxx Parties contained in this Agreement or the Assignment or otherwise relating to the subject matter of this Agreement, the Assignment, or the transactions contemplated hereby or thereby, regardless of the legal theory under which such liability or obligations may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity. (c)IN NO EVENT SHALL THE ONEOK PARTIES OR THEIR AFFILIATES BE LIABLE TO THE XXXXXX PARTIES OR THE PARTNERSHIP FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR INDIRECT (INCLUDING DAMAGES FOR LOSS OF PROFITSREVENUE, REVENUESDIMINUTION IN VALUE AND ANY DAMAGES BASED ON A MULTIPLE) DAMAGES (IN TORT, CUSTOMERSCONTRACT OR OTHERWISE) UNDER OR IN RESPECT OF THIS AGREEMENT, OPPORTUNITIES, GOODWILL, USE, THE ASSIGNMENT OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATIONFAILURE OF PERFORMANCE RELATED HERETO HOWSOEVER CAUSED, REIMBURSEMENTWHETHER OR NOT ARISING FROM THE ONEOK PARTIES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE; PROVIDED, HOWEVER, THAT THIS SECTION 7(C) SHALL NOT LIMIT THE XXXXXX PARTIES’ RIGHT TO RECOVER FOR ANY SUCH DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF EXTENT THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR XXXXXX PARTIES ARE REQUIRED TO PAY SUCH DAMAGES TO A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATATHIRD PARTY. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE8.

Limitations of Liability. COMPANY YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE IOME SITE AND THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE IOME SITE AND THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE IOME SITE AND THE SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. COMPANY WILL 8.1 IN NO EVENT SHALL SOLUTION PROVIDER’S OR ITS DIRECT OR INDIRECT SUPPLIERS’ (INCLUDING XXXXXX) AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE PERFORMANCE OR NON- PERFORMANCE OF SERVICES OR THE USE OR INABILITY TO USE SOFTWARE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY USER TO SOLUTION PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL SOLUTION PROVIDER OR ITS DIRECT OR INDIRECT SUPPLIERS (INCLUDING XXXXXX) BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIALPUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR EXEMPLARY ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES (INCLUDING DAMAGES FOR OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCITON OR OTHER LOSS OF PROFITSFILES, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USEDATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR DATA)OTHER PECUNIARY LOSS, EVEN IF A PARTY HAS SOLUTION PROVIDER OR SUCH SUPPLIERS (INCLUDING XXXXXX) HAVE BEEN ADVISED OF THE POSSIBILITY POSSIBILITIES OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, DAMAGES OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSELOSSES.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT PROVIDER BE LIABLE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY PROVIDER UNDER THIS AGREEMENT WILL NOT EXCEED IN THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR TWELVE-MONTH PERIOD PRECEDING THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSECLAIM.

Limitations of Liability. TO THE MAXIMUM EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY WILL NOT BE LIABLE TO CUSTOMER YOU OR ANY THIRD PARTY FOR ANY DIRECTSPECIAL, INDIRECTPUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF OTHER INDIRECT DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, REVENUESLOST BUSINESS, CUSTOMERSOR LOST DATA, OPPORTUNITIESARISING FROM YOUR USE OF, GOODWILLOR ANY OTHER PARTY’S USE OF, OR YOUR OR ANY OTHER PARTY’S INABILITY TO USE, THE SITE, THE CONTENT OR DATA)ANY OTHER COMPANY IP, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF A PARTY COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERYOUR USE OF THE SITE AND CONTENT IS ENTIRELY AT YOUR OWN RISK, AND COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING HAS NO LIABILITY IN CONNECTION WITH: WITH YOUR USE OF THE SITE OR CONTENT. Company’s cumulative liability to you or any other party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to these Terms shall not exceed one hundred dollars (A) CUSTOMER INABILITY US $100). Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. THE LIMITATIONS ON DAMAGES HEREUNDER ARE PART OF THE TERMS UNDER WHICH COMPANY IS WILLING TO ALLOW USERS TO USE THE SERVICESSITE. USER ACKNOWLEDGES THAT THE SITE AND CONTENT WOULD NOT BE PROVIDED UNDER THE SAME TERMS, INCLUDING AS A RESULT WITHOUT LIMITATION FREE OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS CHARGE TO THE SERVICE OFFERINGSUSER, (II) IF COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES WERE RESPONSIBLE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEUSER’S DAMAGES.

Limitations of Liability. COMPANY EXCEPT FOR DAMAGES ARISING FROM BREACHES OF SECTION 16 NEITHER PARTY WILL NOT BE LIABLE TO CUSTOMER FOR THE OTHER PARTY (OR TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL PERSON CLAIMING UNDER OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, THROUGH THE OTHER PARTY) UNDER OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF GOODWILL, WORK STOPPAGE, LOST OR CUSTOMER USE CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, LOST REBATES, LOST BUSINESS OR LOST OPPORTUNITY (WHETHER ARISING DIRECTLY OR INDIRECTLY) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, TREBLE OR EXEMPLARY LOSSES OR DAMAGES, IRRESPECTIVE OF THE NATURE OR ACCESS THEORY OF LIABILITY WHICH MAY GIVE RISE TO SUCH LOSSES OR DAMAGES (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF SUCH PARTY HAS BEEN INFORMED OR WAS AWARE OF THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATAPOSSIBILITY THEREOF. IN ANY CASE, COMPANY NO EVENT XXXX XXXXXXXX-XXXXXX’X AGGREGATE LIABILITY UNDER OR AS A RESULT OF THIS AGREEMENT WILL NOT AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY, EXCEED THE AMOUNT AMOUNTS ACTUALLY PAID BY CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT TO XXXXXXXX-XXXXXX IN THE LAST 12 MONTHS FOR THE SERVICE THAT GAVE RISE SYSTEM OR SERVICES TO WHICH THE CLAIM RELATES. THESE LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT, AND XXXXXXXX-XXXXXX WOULD NOT PERMIT CUSTOMER TO ACCESS THE SYSTEM OR RECEIVE SERVICES WITHOUT SUCH LIMITATIONS. THE LIMITATIONS WILL APPLY TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEFULLEST EXTENT PERMISSIBLE AT LAW.

Limitations of Liability. COMPANY WILL NOT BE LIABLE TO CUSTOMER EXCEPT AS PROVIDED OTHERWISE UNDER SECTION 6 "INDEMNITY" AND IN SECTION 10 CONFIDENTIALITY, XXXXXXX'S TOTAL LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DIRECTCLAIM OF ANY TYPE WHATSOEVER, INDIRECTARISING OUT OF A PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY EGENERA'S NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY CUSTOMER TO EGENERA FOR THE SPECIFIC SERVICE OR PRODUCT FROM WHICH SUCH CLAIM ARISES. EXCEPT FOR CLAIMS BASED UPON SECTION 10 CONFIDENTIALITY, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY INDIRECT DAMAGES (INCLUDING DAMAGES FOR INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, DATA AND/OR USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. The foregoing limitation shall not limit Egenera's obligation to pay, under Section 6, damages awarded against Customer (regardless of whether such damages are denominated as direct, indirect, consequential, or other); however, apart from such obligation to fully indemnify. Egenera shall have no obligation to pay special, consequential, exemplary, incidental, or indirect damages (including, but not limited to, loss of profit, revenues, data and/or use), even if advised of the possibility thereof, that Customer incurred directly related to the claim of infringement. The foregoing limitation shall not limit either party's remedies in the event of a violation of such party's intellectual property rights. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF SUCH DAMAGES. FURTHERACTION UNDER OR RELATING TO THIS GPA, COMPANY WILL NOT BE RESPONSIBLE FOR INCLUDING ANY COMPENSATIONCLAIM BY OR AGAINST ANY SUBSIDIARY, REIMBURSEMENTSTOCKHOLDER, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESAFFILIATE, INCLUDING AS A RESULT OR OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSETHEM.

Limitations of Liability. COMPANY TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL NOT THE CREATOR ENTITIES BE LIABLE TO CUSTOMER (A) FOR ANY DIRECTINDIRECT, INDIRECTSPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, REVENUESBUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, CUSTOMERSARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROJECT NFT OR THE LICENSED MEDIA AND LORE), OPPORTUNITIESHOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, GOODWILLWHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND LICENSED MEDIA AND LORE OR THESE TERMS AND WHETHER IN CONTRACT, USE, PRODUCT LIABILITY OR DATA)TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF A PARTY HAS THE CREATOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERDAMAGE, COMPANY WILL NOT BE RESPONSIBLE OR (B) FOR ANY COMPENSATIONOTHER CLAIM, REIMBURSEMENT, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH: WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND LICENSED MEDIA AND LORE. THE MAXIMUM AGGREGATE LIABILITY OF THE CREATOR ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (AINCLUDING STRICT LIABILITY OR NEGLIGENCE) CUSTOMER INABILITY TO USE OR OTHERWISE, SHALL BE THE SERVICES, INCLUDING AS A RESULT GREATER OF ANY (I) TERMINATION $1,000 OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT YOU PAID FOR YOUR PROJECT NFT. SOME JURISDICTIONS) DO NOT ALLOW THE SERVICE THAT GAVE RISE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEYOU. TL;DR: Use at your own risk.

Limitations of Liability. COMPANY IN NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION TORT, CONTRACT, AND OTHERWISE), WILL NOT BE LIABLE ATLANTIC BROADBAND OR ITS AFFILIATES AND UNDERLYING SERVICE PROVIDERS HAVE ANY LIABILITY TO CUSTOMER FOR OR TO ANY PERSON OR ENTITY FOR: (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR EXEMPLARY DAMAGES (DAMAGES, INCLUDING DAMAGES FOR WITHOUT LIMITATION LOSS OF PROFITS, REVENUESLOSS OF EARNINGS, CUSTOMERSLOSS OF BUSINESS OPPORTUNITIES AND PERSONAL INJURIES (INCLUDING DEATH), OPPORTUNITIES, GOODWILL, USERESULTING DIRECTLY OR INDIRECTLY OUT OF, OR DATA)OTHERWISE ARISING IN CONNECTION WITH, EVEN IF A PARTY THE ORDERING, PROVISIONING, INSTALLATION, MAINTENANCE, FAILURE, REMOVAL OR USE OF THE SERVICE OR REQUIRED EQUIPMENT OR CUSTOMER’S RELIANCE ON OR USE OF THE REQUIRED EQUIPMENT OR THE SERVICE, INCLUDING E911 DIALING, INCLUDING WITHOUT LIMITATION ANY MISTAKES, OMISSIONS, INTERRUPTIONS, TELEPHONE OR OTHER HARDWARE OR SOFTWARE FAILURE OR MALFUNCTION, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE REQUIRED EQUIPMENT OR THE SERVICE, REGARDLESS OF WHETHER OR NOT ATLANTIC BROADBAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER; OR, COMPANY WILL NOT BE RESPONSIBLE FOR (II) ANY COMPENSATIONLOSSES, REIMBURSEMENTCLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR DAMAGES OTHERWISE ARISING IN CONNECTION WITH: (A) , ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE REQUIRED EQUIPMENT OR THE SERVICE BY CUSTOMER INABILITY TO USE OR ANY OTHER PERSON OR ENTITY INFRINGES THE SERVICESCOPYRIGHT, INCLUDING AS A RESULT PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSTHIRD PARTY. IN ADDITION TO, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) AND WITHOUT LIMITING ANY OBLIGATIONS UNDER OTHER LIMITATION OF LIABILITY CONTAINED HEREIN, THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION COMPANY WILL HAVE NO LIABILITY WHATSOEVER AS THE RESULT OF THE SERVICES FOR ANY REASON; (B) THE COST LOSS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT FILES, MESSAGES, NAMES OR DATA. IN ADDRESSES OR OTHER DATA OF ANY CASE, COMPANY AGGREGATE LIABILITY UNDER NATURE RESULTING FROM THE DELETION OF SUCH DATA UPON TERMINATION OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAGREEMENT.

Limitations of Liability. COMPANY Jury Trial Waiver. STREAM WILL ENDEAVOR TO PROVIDE SERVICE IN A COMMERCIALLY REASONABLE MANNER: HOWEVER WE DO NOT GUARANTEE A CONTINUOUS SUPPLY OF ELECTRICAL. EVENTS THAT ARE OUTSIDE OF OUR CONTROL, REFERRED TO AS FORCE MAJEURE EVENTS, MAY RESULT IN SERVICE INTERRUPTIONS. STREAM WILL NOT BE LIABLE FOR SERVICE INTERRUPTIONS CAUSED BY FORCE MAJEURE EVENTS. STREAM DOES NOT GENERATE ELECTRICITY, NOR DOES IT TRANSPORT IT FROM THE GENERATION POINT TO CUSTOMER’S SERVICE ADDRESS, NOR DOES STREAM OWN OR OPERATE SERVICES RELATED TO THE CUSTOMER’S METER. SAMPLE ONLY - NOT FOR OFFICIAL USE FURTHERMORE, CUSTOMER SPECIFICALLY AGREES THAT STREAM ENERGY HAS NO LIABILITY OR RESPONSIBILITY FOR ANY DIRECTTHE OPERATIONS OF REGIONAL TRANSMISSION ORGANIZATION OR INDEPENDENT SYSTEM OPERATOR AND MAINTENANCE OF ITS SYSTEM OR THE ELECTRICAL GRID SYSTEM, INDIRECTAS APPLICABLE, OR FOR INTERRUPTIONS, TERMINATION, REPAIR OR RECONSTRUCTION, TIMELY SERVICING, OR DETERIORATION OF THAT SERVICE. IF THE LOCAL DISTRIBUTION Utility OR OTHER THIRD PARTY EXPERIENCES AN EVENT OF FORCE MAJEURE, THAT, DIRECTLY OR INDIRECTLY, AFFECTS THE DELIVERY AND CUSTOMER’S RECEIPT OF ELECTRICITY, STREAM ENERGY IS LIKEWISE ENTITLED TO CLAIM AN EVENT OF FORCE MAJEURE UNDER THE TERMS OF SERVICE. LIABILITIES NOT EXCUSED BY REASON OF FORCE MAJEURE OR OTHERWISE SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIALPUNITIVE, CONSEQUENTIAL EXEMPLARY OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INDIRECT DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY THESE LIMITATIONS APPLY WITHOUT REGARD TO USE THE SERVICES, INCLUDING AS A RESULT CAUSE OF ANY (I) TERMINATION LIABILITY OR SUSPENSION DAMAGE. THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS AGREEMENT. BOTH YOU AND STREAM ENERGY AGREE IRREVOCABLY AND UNCONDITIONALLY TO WIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS TRANSACTIONS CONTEMPLATED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAGREEMENT.

Limitations of Liability. COMPANY WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESXXXX, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THE XXXX NETWORK OR THIS AGREEMENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION POWER OUTAGES, MAINTENANCE, DEFECTS, SYSTEM FAILURES OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASONOTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSXXXX; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT DATA, INCLUDING RECORDS, PRIVATE KEY OR DATAOTHER CREDENTIALS, ASSOCIATED WITH ANY XXXX, WHETHER OR NOT OBTAINED UNDER THIS AGREEMENT AS PART OF THE RESULTING DISTRIBUTION. IN ANY CASE, COMPANY OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED BE LIMITED TO THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY VALUE (IN UNITED STATES DOLLARS AT THE TIME OF THE PRESALE) YOU PAID US IN EXCHANGE FOR XXXX UNDER THIS AGREEMENT IN THE PRESALE. YOU WAIVE YOUR RIGHT TO DEMAND THE RETURN OF ANY VIRTUAL CURRENCY YOU PAID US IN THE PRESALE UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, A DEMAND FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESPECIFIC PERFORMANCE.

Limitations of Liability. COMPANY WASABI AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE). FURTHER, COMPANY NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESWASABI SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSWASABI SERVICE, (II) COMPANY OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSWASABI SERVICE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE WASABI SERVICE LEVEL AGREEMENTSAGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES WASABI SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER YOU IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSWASABI SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY WASABI AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT CUSTOMER YOU ACTUALLY PAYS COMPANY PAY WASABI UNDER THIS AGREEMENT FOR THE WASABI SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. IF WASABI SERVICE (OR ANY OTHER WASABI PRODUCT) IS PROVIDED TO YOU WITHOUT CHARGE, THEN WASABI WILL HAVE NO LIABILITY TO YOU WHATSOEVER. IN NO EVENT WILL WASABI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES, YOUR CONTENT (WHETHER LOST OR DAMAGED) OR THE COST OF RETRIEVING ANY OF YOUR LOST CONTENT. UNDER NO CIRCUMSTANCES WILL WASABI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WASABI SERVICE, YOUR CUSTOMER ACCOUNT OR YOUR CONTENT. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT AND AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF WASABI SERVICE. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.

Limitations of Liability. COMPANY WILL NOT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO CUSTOMER WHETHER IN THE AGREEMENT, IN TORT (INCLUDING GROSS NEGLIGENCE), UNDER ANY WARRANTY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR OR PUNITIVE LOSSES OR DAMAGES, OR ANY LOSS OF PROFITS, PROFITS OR REVENUES, CUSTOMERSOR ANY COST OF LABOR, OPPORTUNITIES, GOODWILL, USERESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT OR SELLER’S PERFORMANCE UNDER, OR DATA)BREACH OF, THIS AGREEMENT, EVEN IF A PARTY THE BUYER OR THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING SAVE AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF SPECIFIED UNDER THIS AGREEMENT THE BUYER’S RIGHT OF TERMINATION, LIQUIDATED DAMAGES SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DELAY IN ANY EQUIPMENT DELIVERY OR CUSTOMER USE PART THEREOF AND THE SELLER SHALL HAVE NO FURTHER LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH DELAY OF ANY EQUIPMENT DELIVERY OR PART THEREOF. FOR THE AVOIDANCE OF DOUBT, THE BUYER MAY SEEK TO RECOVER ANY ACTUAL DIRECT DAMAGES IF THE SELLER BREACHES THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING CONTAINED HEREIN, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SELLER’S LIABILITY IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS EXCEED THE PRICE PAID TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR SELLER BY THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATABUYER FOR THE EQUIPMENT. EITHER PARTY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES SET FORTH HEREIN WERE BARGAINED FOR AND ARE ESSENTIAL TERMS OF THIS AGREEMENT. NOTHING IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE SHALL LIMIT OR EXCLUDE THE LIABILITY AROSEOF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. 9.1.

Limitations of Liability. COMPANY NICE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER NICE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESSOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION EXPIRATION OF THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE OR, (II) COMPANY DISCONTINUATION OF ANY ERROR OR ALL UNANTICIPATED INTERUPTION IN THE OPERATION OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES SOFTWARE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER LICENSEE IN CONNECTION WITH THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY NICE AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT XXXX WILL NOT EXCEED THE AMOUNT CUSTOMER LICENSEE ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT PAID NICE FOR THE SERVICE SOFTWARE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. COMPANY NICE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY NEITHER NICE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER YOUR INABILITY TO USE THE SERVICESSOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION EXPIRATION OF THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE OR, (II) COMPANY DISCONTINUATION OF ANY ERROR OR ALL UNANTICIPATED INTERUPTION IN THE OPERATION OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES SOFTWARE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER LICENSEE IN CONNECTION WITH THIS AGREEMENT XXXX OR CUSTOMER YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGSSOFTWARE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, COMPANY NICE AND ITS AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT XXXX WILL NOT EXCEED THE AMOUNT CUSTOMER LICENSEE ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT PAID NICE FOR THE SERVICE SOFTWARE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. COMPANY WE ARE ONLY RESPONSIBLE FOR PERFORMING THE SERVICE AS EXPRESSLY STATED IN THIS ADDENDUM. THERE IS NO GUARANTEE THAT ACCESS TO THE SERVICE WILL BE AVAILABLE AT ALL TIMES AND WE SHALL NOT BE LIABLE IF YOU ARE UNABLE TO CUSTOMER ACCESS THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND, EXCEPT AS PROHIBITED BY LAW, WE AND OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE, APP, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY PARTIES’ PROPRIETARY RIGHTS. IN NO CASE SHALL NEW CENTURY BANK OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY DIRECTLOSS OF DATA, PROFIT, GOODWILL, OR SPECIAL, PUNITIVE, INDIRECT, INCIDENTALEXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS ADDENDUM, SPECIALTHE APP, CONSEQUENTIAL THE SOFTWARE, THE EQUIPMENT OR EXEMPLARY THE SERVICE WHETHER OR NOT SUCH CLAIM FOR DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, IS BASED ON TORT OR DATA), EVEN IF A PARTY HAS CONTRACT OR WHETHER WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, EXCEPT AS MAY BE REQUIRED BY LAW. FURTHERIN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS NEW CENTURY BANK AND OUR THIRD PARTY SERVICE PROVIDERS’ LIABILITY IS LIMITED TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS EXTENT PERMITTED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEAPPLICABLE LAW.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT HFC BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HFC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL HFC’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL TECHNOLOGY FEES PAID TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS HFC’S FRANCHISOR AFFILIATE UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF RESPECTIVE FRANCHISE AGREEMENT IN THE SERVICES FOR ANY REASON; (B) ONE YEAR PERIOD PRECEDING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE EVENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSEOR $1,500, WHICHEVER IS LESS.

Limitations of Liability. COMPANY WILL NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, ANY PURCHASE ORDER OR ANY DOCUMENT RELATED TO THIS AGREEMENT TO THE CONTRARY: (i) VENDOR (OR ITS AFFILIATES) SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECTCONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES, SPECIALFOR LOST PROFITS, CONSEQUENTIAL FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITSDATA, REVENUESGOODWILL OR ANY OTHER DAMAGE TO INTANGIBLE PERSONAL PROPERTY, CUSTOMERSWHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SOFTWARE SERVICE OR OTHERWISE OR, OPPORTUNITIESWHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), GOODWILL, USE, CONTRACT OR DATA)ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS VENDOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER; AND (ii) , COMPANY WILL NOT BE RESPONSIBLE IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY HEREUNDER, FOR ANY COMPENSATION, REIMBURSEMENTCAUSE ARISING OUT OF OR RELATED TO VENDOR'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICESOTHERWISE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR OF THE SERVICE THAT GAVE RISE FEES PAID OR PAYABLE HEREUNDER TO VENDOR IN THE TWO MONTHS (2) PERIOD PRIOR TO THE CLAIM DURING TIME IN WHICH THE 12 MONTHS BEFORE DIRECT DAMAGES ARE INCURRED. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE LIABILITY AROSEAGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. COMPANY IN NO EVENT WILL NOT LICENSOR BE LIABLE TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECTANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, CONSEQUENTIAL ENHANCED, OR EXEMPLARY DAMAGES PUNITIVE DAMAGES; (INCLUDING DAMAGES FOR LOSS OF PROFITSb) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA), EVEN IF A PARTY HAS BEEN OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY OUT OF OR RELATED TO USE THE SERVICESTHIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING AS A RESULT BREACH OF ANY CONTRACT, TORT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGSINCLUDING NEGLIGENCE), (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGSSTRICT LIABILITY, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER CONTENT OR DATA. IN ANY CASE, COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT AND OTHERWISE EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TOTAL AMOUNTS PAID TO THE CLAIM LICENSOR DURING THE 12 MONTHS BEFORE THE LIABILITY AROSESIX (6) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.