Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWEXCEPT IN CONNECTION WITH EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, FOR WHICH LIABILITY WILL NOT BE SO LIMITED, (A) IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF THE FOLLOWING TYPES REVENUE OR PROFITS, LOST BUSINESS OR COST OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSREPLACEMENT SERVICES, WHETHER IN CONTRACT, TORT, OR NOT ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED IN ADVANCE HAS PRIOR NOTICE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) DAMAGES, AND NOTWITHSTANDING ANY LOSS FAILURE OF BUSINESSESSENTIAL PURPOSE OF ANY REMEDY, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; AND (B) ANY LOSS EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING WITH RESPECT TO THIS AGREEMENTAGREEMENT FOR ANY AND ALL CLAIMS, REGARDLESS OF THE NUMBER OR NATURE OF THE CLAIMCLAIMS, WHETHER ARISING IN CONTRACT, TORT, REGULATORY LAW, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES OBJECTIVELY MEASURED IN AN AMOUNT THAT SHALL NOT EXCEED THE AMOUNT TOTAL PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE CLAIM. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMER OF FEES PAID BY CUSTOMER UNDER WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT FOR ARE PART OF AN ALLOCATION OF RISKS AND BENEFITS BETWEEN THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR PARTIES AND THAT WITHOUT SUCH ALLOCATION OF RISKS AND BENEFITS, NEITHER PARTY WOULD BE WILLING TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. ENTER INTO THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAGREEMENT.

Limitations of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO 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, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SUBSCRIPTION SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU 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 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. (1) TO THE MAXIMUM GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY NEITHER DPL NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, SHALL BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY ACTING THROUGH YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF THE FOLLOWING TYPES USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF LOSS PROCURING SUBSTITUTE SERVICES, OUTPUT OR DAMAGE OTHER PRODUCTS OR SERVICES, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE SITE, THE SERVICES OR THE OFFERINGSANY INFORMATION PROVIDED OR GENERATED THEREBY, WHETHER OR NOT SUCH PARTY WAS EVEN IF DPL HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS DAMAGES. DPL’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF BUSINESSACTION AND ALL THEORIES OF LIABILITY, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING WILL BE LIMITED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, AND WILL NOT EXCEED THE AMOUNT OF FEES AMOUNTS ACTUALLY PAID TO DPL BY CUSTOMER UNDER THIS AGREEMENT YOU FOR SERVICES WITHIN THE AFFECTED OFFERING DURING THE TWENTY FOUR SIX (24)-MONTH 6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE LIABILITY. (2) THE INFORMATION, CONTENT, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS INCLUDING PRODUCT DESCRIPTIONS, PRICING, PROMOTIONS, OFFERS AND AVAILABILITY. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. DPL AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND OR CHANGES TO THE SITE AT ANY TIME WITHOUT NOTICE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST DPL FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT OR SERVICE IS TO STOP USING THE SITE OR ANY SUCH LIABILITYCONTENT. THIS LIMITATION OF LIABILITY IS INTENDED DPL RESERVES THE RIGHT TO APPLY WITHOUT REGARD CORRECT ANY ERRORS, INACCURACIES, OR OMISSIONS, AND TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT CHANGE OR UPDATE INFORMATION OR CANCEL ORDERS BASED ON INACCURATE SITE INFORMATION (INCLUDING AFTER YOU HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESUBMITTED YOUR ORDER).

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO LESSER OF (a) THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY CUSTOMER UNDER YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS AGREEMENT SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE AFFECTED OFFERING DURING HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS INTENDED DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO APPLY WITHOUT REGARD YOU, AND (ii) TO WHETHER OTHER PROVISIONS ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF THIS AGREEMENT HAVE BEEN BREACHED PROFITS, PERSONAL INJURY OR HAVE PROVEN INEFFECTIVEDEATH.

Limitations of Liability. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT WILL SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, BE LIABLE TO THE OTHER FOR ANY PARTY TO THIS AGREEMENT OR ANY OF THE FOLLOWING TYPES AFFILIATES OF LOSS ANY OF THEM WHETHER IN CONTRACT, TORT, EQUITY OR DAMAGE ARISING IN OTHERWISE, FOR (1) ANY WAY OUT OF INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSEXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT SUCH A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (ADAMAGES) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE NATURE OF EXTENT THAT THE CLAIM, EXCEED THE AGGREGATE AMOUNT OF SUCH DAMAGES EXCEEDS THE GREATER OF $100,000 OR THE FEES PAID BY CUSTOMER CLIENT TO BLACKHAWK FOR THE SERVICES PERFORMED BY BLACKHAWK UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT WILL EITHER PARTY NEITHER SPINCO NOR ITS AFFILIATES, ON THE ONE HAND, NOR REMAINCO NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE FOLLOWING TYPES OF LOSS OR DAMAGE OTHER ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGESCLAIM). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1ADDITION, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO INDIVIDUAL WHO IS A SHAREHOLDER, DIRECTOR, EMPLOYEE, OFFICER, AGENT OR REPRESENTATIVE OF REMAINCO OR SPINCO, IN NO EVENT SUCH INDIVIDUAL’S CAPACITY AS SUCH, SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE HAVE ANY LIABILITY FOR ALL CLAIMS ARISING FROM IN RESPECT OF OR RELATING TO THIS AGREEMENTTHE COVENANTS OR OBLIGATIONS OF REMAINCO OR SPINCO, REGARDLESS OF THE NATURE OF THE CLAIMAS APPLICABLE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR AND, TO THE EVENTFULLEST EXTENT LEGALLY PERMISSIBLE, ACT EACH OF REMAINCO, FOR ITSELF AND THE REMAINCO ENTITIES, AND SPINCO FOR ITSELF AND THE SPINCO ENTITIES, AND IN EACH CASE, FOR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, EMPLOYEES AND OFFICERS, WAIVES AND AGREES NOT TO SEEK TO ASSERT OR OMISSION GIVING RISE ENFORCE ANY SUCH LIABILITY THAT ANY SUCH PERSON OTHERWISE MIGHT HAVE PURSUANT TO SUCH LIABILITYAPPLICABLE LAW. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.[Signature Page Follows]

Limitations of Liability. EXCEPT AS EXPRESSLY CONTEMPLATED BY PROVISIONS OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY SUCH DAMAGES CAN BE EXCLUDED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY NEITHER BROADVOICE, ITS AFFILIATES OR ANY OTHER BROADVOICE PARTNERS, NOR ANY OF THEIR REPRESENTATIVES, SHALL BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR COVER DAMAGES, LOSS OF THE FOLLOWING TYPES OF PROFITS, REVENUES OR GOODWILL, LOSS OR DAMAGE ARISING CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR DELAY IN ANY WAY OUT PERFORMANCE, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FROM OR IN CONNECTION WITH THIS THE AGREEMENT OR THE OFFERINGSSERVICES PROVIDED THEREUNDER, AND WHETHER OR NOT SUCH THE PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, EQUIPMENT, AND SOFTWARE SUPPLIED HEREUNDER ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY SOFTWARE OR EQUIPMENT PROVIDED BY BROADVOICE (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH SOFTWARE OR EQUIPMENT). BROADVOICE (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES FOR THE SERVICE, SOFTWARE, AND EQUIPMENT WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. NO ADVICE OR INFORMATION GIVEN BY BROADVOICE OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. USE OF BROADVOICE TECHNICAL SUPPORT IS AT YOUR OWN RISK AND IS NOT WARRANTED. BROADVOICE DOES NOT WARRANT AND IS NOT LIABLE OR RESPONSIBLE FOR ENSURING THAT VOIP SERVICE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE, EVEN IF BROADVOICE HAS ACCEPTED YOUR ORDER FOR VOIP SERVICE. THE PROVISIONING OF VOIP SERVICE IS SUBJECT TO CIRCUIT AVAILABILITY AND OTHER FACTORS. IN THE EVENT YOUR LINE IS NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR BROADVOICE SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN YOUR OBLIGATION TO RETURN ANY PROVIDED EQUIPMENT, PURSUANT TO THE TERMS OF THIS AGREEMENT). BROADVOICE DOES NOT WARRANT AND IS NOT LIABLE OR RESPONSIBLE FOR ENSURING THAT THE SERVICE, SOFTWARE, OR EQUIPMENT PROVIDED BY BROADVOICE WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH, OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED OR ERROR-FREE. BROAVOICE SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR DAMAGEIF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. BROADVOICE MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED USING THE SERVICE, THE SOFTWARE, THE EQUIPMENT, OR THE INTERNET. YOU EXPRESSLY ASSUME ALL RISK AND RESPONSIBILITY FOR USE OF THE SERVICE, THE SOFTWARE, THE EQUIPMENT, AND THE INTERNET GENERALLY. YOU AGREE NOT TO USE THE SERVICE, THE SOFTWARE, OR THE EQUIPMENT IN ANY HIGH-RISK ACTIVITIES WHERE DAMAGE OR INJURY TO PERSON, PROPERTY, ENVIRONMENT, OR BUSINESS MAY RESULT IF AN ERROR OCCURS. IN NO EVENT SHALL BROADVOICE (OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARENT, SUBSIDIARIES, OR AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS, OR SUPPLIERS BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESSREVENUE, CONTRACTSOR DAMAGE TO DATA ARISING OUT OF THE USE, PROFITSPARTIAL USE, ANTICIPATED SAVINGSOR INABILITY TO USE THE SERVICE, GOODWILL THE SOFTWARE, OR REVENUE; THE EQUIPMENT,REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF BROADVOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY LOSS CLAIMS AGAINST YOU BY ANY OTHER PARTY. ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS SECTION 8 ALSO APPLY TO BROADVOICE'S THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS AS THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT. ANY RIGHTS OR CORRUPTION OF DATA OR LIMITS STATED HEREIN ARE THE MAXIMUM FOR WHICH BROADVOICE (C) ANY INCIDENTALAND ITS OFFICERS, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDINGEMPLOYEES, WITHOUT LIMITATIONPARENT, SPECIALSUBSIDIARIES, PUNITIVEAND AFFILIATES), OR EXEMPLARY DAMAGES)BROADVOICE'S THIRD PARTY LICENSORS, PROVIDERS, AND SUPPLIERS ARE COLLECTIVELY RESPONSIBLE. EXCEPT FOR THE INDEMNITY REMEDIES EXPRESSLY SET FORTH IN SECTION 8.1THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), IN NO EVENT SHALL BLACKBOARD WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, OUR EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. BROADVOICE RESERVES THE RIGHT TO PURSUE ANY AND ALL LEGAL AND EQUITABLE CLAIMS AGAINST YOU PERTAINING TO YOUR USE OR MISUSE OF THE SERVICE, THE SOFTWARE, OR THE EQUIPMENT, OR FOR YOUR BREACH OF THE AGREEMENT (INCLUDING ANY POLICIES RELATING TO THE SERVICE)WITHOUT (A) INCREASING ANY OF THE LIABILITIES OR OTHER OBLIGATIONS BROADVOICE (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES), ITS THIRD PARTY LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM , PROVIDERS, OR RELATING SUPPLIERS ARE OTHERWISE SUBJECT TO PURSUANT TO THIS AGREEMENTAGREEMENT OR SUBJECTING BROADVOICE (OR ITS OFFICERS, REGARDLESS EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS, OR SUPPLIERS TO ANY ADDITIONAL LIABILITIES OR OTHER OBLIGATIONS, OR (B) INCREASING ANY OF THE NATURE RIGHTS YOU ARE OTHERWISE ENTITLED TO PURSUANT TO THIS AGREEMENT OR PROVIDING YOU WITH ANY ADDITIONAL RIGHTS, THE MAXIMUM AGGREGATE LIABILITY OF THE CLAIMBROADVOICE (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT TO BROADVOICE FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESERVICE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER SUB-MERCHANT, WORKWAVE, ACQUIRER, BANK, ECHECK PROCESSOR OR ANY OF WORKWAVE’S OTHER THIRD PARTY BE LIABLE TO SUPPLIERS (OR THE OTHER FOR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE FOLLOWING TYPES OF LOSS FOREGOING) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR DAMAGE ARISING IN ANY WAY OUT OF OTHER LEGAL OR IN CONNECTION EQUITABLE THEORY WITH RESPECT TO ANY SERVICES OR THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES)CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD WILL THE MAXIMUM LIABILITY OF WORKWAVE, ACQUIRER, BANK, ECHECK PROCESSOR OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM ANY OF WORKWAVE’S OTHER THIRD PARTY SUPPLIERS (OR RELATING TO THIS AGREEMENTTHE RESPECTIVE DIRECTORS, REGARDLESS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE NATURE OF THE CLAIM, FOREGOING) EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DUE TO WORKWAVE UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR ONE (24)-MONTH 1) MONTH PERIOD IMMEDIATELY PRIOR TO PRECEDING THE EVENT, ACT OR OMISSION EVENT GIVING RISE TO SUCH THE CLAIM FOR LIABILITY. THIS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS CERTAIN TYPES OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEDAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. Notwithstanding the foregoing, nothing contained in this section is in any way intended, or should be construed, to limit: (i) Sub-Merchant’s obligation to pay any Fees or other amounts owed under this Agreement, including, but not limited to, assessments or other amounts imposed by any Association, Acquirer, Bank, eCheck Processor or telecommunications services provider; (ii) any damages related to the failure of Sub-Merchant to exclusively receive the Services from WorkWave; or (iii) Sub- Merchant’s obligation to indemnify WorkWave pursuant to this Agreement. In no event will WorkWave be liable for any damages or losses that are wholly or partially caused by Sub-Merchant or its TPSPs, or its or their respective employees, agents, affiliates or customers, nor will WorkWave be liable to Sub-Merchant or Sub-Merchant’s customers or any other person or entity for any loss or liability resulting from the products or services of any third party.

Limitations of Liability. SCANTRON’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE FEES PAID TO SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE MAXIMUM EXTENT PERMITTED BY LAWCAUSE OF ACTION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN 2 YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. IN NO EVENT WILL EITHER PARTY SCANTRON BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY OF THE FOLLOWING TYPES OF LOSS PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR DAMAGE CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF SCANTRON’S PERFORMANCE OR IN CONNECTION WITH THIS AGREEMENT NONPERFORMANCE OR THE OFFERINGSUSE OF, WHETHER INABILITY TO USE OR NOT SUCH PARTY WAS ADVISED IN ADVANCE RESULTS OF THE POSSIBILITY USE OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSPRODUCTS, CONTRACTSSERVICES, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEDELIVERABLES, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEITEMS.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRARY EXPRESSED OR IMPLIED HEREIN: a. IN NO EVENT WILL EITHER PARTY SHALL TRUCE BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S USERS, ADMINISTRATORS OR ANY OTHER EMPLOYEE, CONTRACTOR, AGENT OR OTHER PERSONNEL (THE OTHER “CUSTOMER PARTIES”) FOR ANY OF THE FOLLOWING TYPES FOLLOWING, WHETHER TRUCE KNEW OR SHOULD HAVE KNOWN OF LOSS THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR DAMAGE EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND LOST SAVINGS; (2) ANY CLAIM ASSERTED BY ANY THIRD PARTY (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15); (3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY CLAIMS OR DAMAGES RESULTING FROM DEATH OF OR INJURY TO ANY OF THE CUSTOMER PARTIES OR ANY OTHER PERSON OR ENTITY ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE, IMPROPER USE, OR INABILITY TO USE THE TRUCE SYSTEM; AND, (4) ANY LEGAL FEES OR OTHER EXPENSES RELATED THERETO (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15). b. THE TOTAL LIABILITY OF TRUCE TO THE CUSTOMER PARTIES WILL BE LIMITED TO THE LESSER OF (1) CUSTOMER’S ACTUAL DIRECT DAMAGES, IF ANY OR (2) THE CUMULATIVE PAYMENTS ACTUALLY RECEIVED BY TRUCE FROM CUSTOMER PURSUANT TO THIS AGREEMENT OR DURING THE OFFERINGS, WHETHER OR TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE; PROVIDED THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT SUCH PARTY WAS ADVISED IN ADVANCE APPLY TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 BELOW. c. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL CONDITION OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR AGREEMENT. d. THE INDEMNITY LIMITATIONS SET FORTH IN THIS SECTION 8.114 SHALL APPLY REGARDLESS OF THE FORM, NATURE OR TYPE OF CLAIM OR CAUSE OF ACTION ASSERTED BY ANY CUSTOMER PARTY, WHETHER IN NO EVENT CONTRACT, TORT OR OTHERWISE, AND SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO SURVIVE ANY TERMINATION OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIMREASON FOR SUCH TERMINATION. e. Notwithstanding the foregoing, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTthe parties acknowledge that, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEin some jurisdictions, applicable law does not allow the exclusion or limitation of incidental, consequential or special damages, the exclusion of implied warranties, or limitations on how long a given warranty may last, so some of the above limitations may not apply.

Limitations of Liability. 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 MAXIMUM EXTENT PERMITTED BY LAWLIABILITY 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 WILL EITHER PARTY BE LIABLE EXCEED THE COMPENSATION PAID OR PAYABLE BY COMPAQ TO ALTIRIS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING CONTRARY IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNLESS A REFERENCE IS MADE THAT EXPLICITLY PROVIDES THAT A LIABILITY OR THE OFFERINGSOBLIGATION IS NOT SUBJECT TO OR LIMITED BY THIS SECTION 10.6, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN ALTIRIS' OBLIGATIONS TO COMPAQ PURSUANT TO SECTION 8.110.5, IN NO EVENT SHALL BLACKBOARD EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR ITS LICENSORS’ CUMULATIVE LIABILITY CONSEQUENTIAL DAMAGES, COVER, OR ANY LOSS OF DATA, PROFIT, REVENUE OR USE UNDER ANY THEORY OF LAW OR FOR ALL ANY CAUSE OF ACTION. HOWEVER, THIS SHALL NOT APPLY TO OR LIMIT ANY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT REMEDIES FOR THE AFFECTED OFFERING DURING INFRINGEMENT OR MISAPPROPRIATION OF ALTIRIS' INTELLECTUAL PROPERTY OR THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT UNLICENSED COPYING OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION DISTRIBUTION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEANY LICENSED SOFTWARE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BLACKBOARD OR ITS LICENSORS BE LIABLE TO THE OTHER CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AGREEMENT, THE SOFTWARE, EQUIPMENT OR THE OFFERINGSSERVICES, WHETHER OR NOT SUCH PARTY BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (ADAMAGE:(A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ BLACKBOARD’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING PARTICULAR SOFTWARE, EQUIPMENT AND/OR SERVICE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION UNDER SECTION 5 OF THIS EXHIBIT B, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD: IN NO EVENT WILL SHALL EITHER PARTY PARTY, OR ANY BLACKHAWK ACCOUNT, OR THEIR AFFILIATES, BE LIABLE TO THE OTHER FOR ANY PARTY TO THIS AGREEMENT, ANY BLACKHAWK ACCOUNT, OR ANY OF THE FOLLOWING TYPES AFFILIATES OF LOSS ANY OF THEM, OR DAMAGE ARISING ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR (1) ANY WAY OUT OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSEXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT SUCH A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (ADAMAGES) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT TO THE NATURE OF EXTENT THAT THE CLAIM, EXCEED THE AGGREGATE AMOUNT OF FEES PAID SUCH DAMAGES EXCEEDS THE AGGREGATE AMOUNT ACTUALLY EARNED BY CUSTOMER UNDER THIS AGREEMENT FOR BLACKHAWK HEREUNDER AS COMMISSIONS IN THE AFFECTED OFFERING DURING TWELVE (12) MONTHS BEFORE THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO DATE SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVECLAIM AROSE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT 11.1 WE AND OUR AFFILIATES AND THIRD PARTY LICENSORS WILL EITHER PARTY NOT BE LIABLE TO THE OTHER YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE FOLLOWING TYPES POSSIBILITY OF LOSS SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR DAMAGE THIRD PARTY LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (i) YOUR INABILITY TO USE THE SERVICES OR LICENSOR PRODUCTS, INCLUDING AS A RESULT OF ANY WAY OUT (a) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OR LICENSOR PRODUCTS, (b) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OR LICENSOR PRODUCTS, OR, (c) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, 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; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE OFFERINGSSERVICES OR LICENSOR PRODUCTS; OR (iv) ANY UNAUTHORIZED ACCESS TO, WHETHER ALTERATION OF, OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DELETION, DESTRUCTION, DAMAGE, LOSS OR DAMAGE: (A) FAILURE TO STORE ANY LOSS OF BUSINESSYOUR CONTENT OR OTHER DATA. IN ANY CASE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS OUR AND OUR AFFILIATES’ AND THIRD PARTY LICENSORS’ CUMULATIVE TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING UNDER THIS AGREEMENT WILL BE LIMITED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWENTY FOUR (24)-MONTH 3 MONTH PERIOD IMMEDIATELY PRIOR PRECEDING THE CLAIM. 11.2 SECTIONS 10 AND 11 WILL NOT APPLY ONLY WHEN AND TO THE EVENTEXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, ACT OR OMISSION GIVING RISE DESPITE THE EXCLUSIONS AND LIMITATIONS OF LIABILITY HEREIN. THESE LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREUNDER SHALL FAIL OF ITS ESSENTIAL PURPOSE. CUSTOMER HAS ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND LICENSOR PRODUCTS AND UNDERSTANDS THAT THE PRICES WOULD BE HIGHER IF CENTURYLINK AND ITS THIRD PARTY LICENSORS WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES. CENTURYLINK AND ITS THIRD PARTY LICENSORS WOULD NOT AGREE TO ENTER THIS AGREEMENT WITHOUT SUCH DISCLAIMER AND LIMITATIONS ON LIABILITY. THIS LIMITATION NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CENTURYLINK, ITS EMPLOYEES, AGENTS, THIRD PARTY LICENSORS, OR ANYONE ELSE INVOLVED IN THE PROVISION OR SUPPORT OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS THE SERVICES AND LICENSOR PRODUCTS WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS AGREEMENT HAVE BEEN BREACHED ANY WARRANTY AND CUSTOMER MAY NOT RELY ON SUCH INFORMATION OR HAVE PROVEN INEFFECTIVEADVICE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW13.1 AFFIRMTRUST, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR AFFIRMTRUST GROUP AFFILIATES, ANY RESELLERS, CO- MARKETERS, SUBCONTRACTORS, DISTRIBUTORS, AGENTS, SUPPLIERS, AND EMPLOYEES AND DIRECTORS OF ANY OF THE FOLLOWING TYPES FOREGOING (COLLECTIVELY, “AFFIRMTRUST AND ITS ENTITIES”) SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, FOR BREACH OF LOSS A STATUTORY DUTY OR DAMAGE ARISING IN ANY OTHER WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS (EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: DAMAGES) FOR: (AI) ANY ECONOMIC LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS); (II) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY LOSS OR DAMAGE RESULTING FROM DEATH OR INJURY OF SUBSCRIBER AND/OR ANY RELYING PARTY OR ANYONE ELSE; (III) ANY LOSS OF GOODWILL OR REPUTATION; (IV) ANY OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES), OR (V) ANY LOSS OR DAMAGE THAT IS NOT DIRECTLY ATTRIBUTABLE TO THE USE OR RELIANCE ON A CERTIFICATE OR SERVICE PROVIDED UNDER THIS CPS INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE RESULTING FROM THE COMBINATION OR INTEGRATION OF THE CERTIFICATE OR SERVICE WITH ANY SOFTWARE OR HARDWARE NOT PROVIDED BY AFFIRMTRUST IF THE LOSS OR DAMAGE WOULD NOT HAVE OCCURRED AS A RESULT OF USE OF THE CERTIFICATE ALONE. EXCEPT FOR IN ANY CASE WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE WITHIN THE INDEMNITY SET FORTH IN SECTION 8.1CONTEMPLATION OF THE PARTIES AT THE TIME OF THE APPLICATION FOR, INSTALLATION OF, USE OF OR RELIANCE ON THE CERTIFICATE, OR AROSE OUT OF ANY OTHER MATTER OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY SUPPORT SERVICES) UNDER THIS AGREEMENT, THE APPLICABLE CPS OR WITH REGARD TO THE USE OF OR RELIANCE ON THE CERTIFICATE. 13.2 IN NO EVENT SHALL BLACKBOARD THE TOTAL AGGREGATE LIABILITY OF AFFIRMTRUST AND ITS ENTITIES TO ANY APPLICANT, SUBSCRIBER, RELYING PARTY OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ANY OTHER PERSON, ENTITY, OR ORGANIZATION ARISING FROM OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS THE CPS AND ALL CERTIFICATES ISSUED (INCLUDING WITHOUT LIMITATION, THE INSTALLATION OF, USE OF THE NATURE OR RELIANCE UPON A CERTIFICATE) AND SERVICES PROVIDED UNDER THIS AGREEMENT UNDER ANY CAUSE OF THE CLAIMACTION, OR ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY OR IN ANY OTHER WAY, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO AFFIRMTRUST FOR THE SERVICES UNDER THIS AGREEMENT FOR OVER THE AFFECTED OFFERING DURING 12 MONTHS IMMEDIATELY PRECEDING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION EVENTS GIVING RISE TO SUCH LIABILITY. THE CLAIM, UP TO A MAXIMUM OF TEN THOUSAND U.S. DOLLARS (US$10,000.00) (EXCEPT THAT FOR ANY EXTENDED VALIDATION (EV) CERTIFICATES ISSUED UNDER THIS AGREEMENT, AFFIRMTRUST AND ITS ENTITIES’ AGGREGATE LIABLIITY IS LIMITED TO TWO THOUSAND U.S. DOLLARS (US$2,000.00) PER SUBSCRIBER OR RELYING PARTY PER EV CERTIFICATE, UP TO A MAXIMUM OF FIFTY THOUSAND U.S. DOLLARS (US$50,000.00)). 13.3 BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO A SUBSCRIBER AND/OR A RELYING PARTY BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATIONS OF LIABILITY IS INTENDED SHALL APPLY ON A CERTIFICATE-BY-CERTIFICATE BASIS, REGARDLESS OF THE NUMBER OF TRANSACTIONS OR CLAIMS RELATED TO APPLY WITHOUT REGARD EACH CERTIFICATE, AND SHALL BE APPORTIONED FIRST TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.THE EARLIER CLAIMS TO ACHIEVE FINAL RESOLUTION. In no event will AffirmTrust or AffirmTrust Group Affiliates be liable for any damages to Applicants, Subscribers, Relying Parties or any other person, entity or organization arising out of or related to the use or misuse of, or reliance on any Certificate issued under this Agreement or the CPS that: (i) has expired or been revoked; (ii) has been used for any purpose other than as set forth in this Agreement or the CPS; (iii) has been tampered with; (iv) with respect to which the Key Pair underlying such Certificate or the cryptography algorithm used to generate such Certificate's Key Pair, has been Compromised by the action of any party other than AffirmTrust or AffirmTrust Group Affiliates (including without limitation the Subscriber or Relying Party); or

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER SHALL THE COMPANY OR ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS OR OFFICERS OR ANY THIRD PARTY BE LIABLE PROVIDERS, LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY, AND YOU AGREE TO RELEASE AND HOLD THE COMPANY AND ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS AND OFFICERS AND ANY THIRD PARTY PROVIDERS, LICENSORS AND SUPPLIERS HARMLESS FROM, ANY LIABILITY ARISING FROM (A) ANY DELAYS IN THE PERFORMANCE OF THE SERVICES; (B) ANY THIRD PARTY SOFTWARE; (C) THE PERFORMANCE OF THE SERVICES, EXCEPT AND ONLY TO THE OTHER FOR ANY OF EXTENT THAT THE FOLLOWING TYPES OF LOSS COMPANY IS GROSSLY NEGLIGENT IN PERFORMING THE SERVICES; OR DAMAGE ARISING IN ANY WAY OUT OF (D) CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. SOME STATE STATUTES MAY APPLY RESTRICTIONS REGARDING LIMITATIONS ON LIABILITY. THE SOLE AND MAXIMUM LIABILITY OF THE COMPANY AND ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS, OFFICERS AND THIRD PARTY PROVIDERS, LICENSORS AND SUPPLIERS, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR DAMAGE: (A) ANY LOSS OF BUSINESSOTHERWISE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT SHALL BE LIMITED TO THE AMOUNT THAT YOU PAID FOR THE INDEMNITY SERVICES WITHIN THE THREE MONTHS IMMEDIATELY PRECEDING THE INITIAL CLAIM MADE BY YOU IN WHICH THE COMPANY IS LIABLE TO YOU FOR SUCH CLAIM. YOU ACKNOWLEDGE THAT THE COMPANY HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS AGREEMENT AND THAT THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE NATURE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO WILL SURVIVE AND APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS EVEN IF PORTIONS OF THIS AGREEMENT ARE FOUND TO HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEFAILED IN THEIR ESSENTIAL PURPOSE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WE AND OUR AFFILIATES AND LICENSORS WILL EITHER PARTY NOT BE LIABLE TO THE OTHER 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 FOLLOWING TYPES POSSIBILITY OF LOSS SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR DAMAGE LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY WAY OUT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) 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 YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, WHETHER ALTERATION OF, OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DELETION, DESTRUCTION, DAMAGE, LOSS OR DAMAGE: (A) FAILURE TO STORE ANY LOSS OF BUSINESSYOUR CONTENT OR OTHER DATA. IN ANY CASE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN PAYMENT OBLIGATIONS UNDER SECTION 8.19.2, IN NO EVENT SHALL BLACKBOARD OR ITS OUR AND OUR AFFILIATES’ AND LICENSORS’ CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO 12 MONTHS BEFORE THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAROSE.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY SHALL TOMOFUN, ITS OFFICERS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES, BE (A) LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSERVICES, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE WE HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (B) HAVE TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR DAMAGE: ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ANY LOSS OF BUSINESSABOVE, CONTRACTSARISING FROM OR RELATED TO THE SERVICES, PROFITSWHETHER IN CONTRACT OR TORT OR OTHERWISE, ANTICIPATED SAVINGS, GOODWILL SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TOMOFUN OR REVENUE; AN AUTHORIZED TOMOFUN RESELLER FOR THE SERVICES AT ISSUE WITHIN THE PRIOR TWELVE (B12) ANY LOSS OR CORRUPTION OF DATA OR MONTHS (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGESIF ANY). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE TOMOFUN DISCLAIMS ALL LIABILITY FOR OF ANY KIND OF TOMOFUN’S LICENSORS AND SUPPLIERS. TOMOFUN DISCLAIMS ALL CLAIMS LIABILITY ARISING FROM OR RELATING TO ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT OR PRIVATE CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, DISSEMINATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THIS AGREEMENTSECTION SHALL APPLY EVEN IF TOMOFUN IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, REGARDLESS BREACH OF THE NATURE EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF THE CLAIMANY KIND OR DEGREE, EXCEED THE AMOUNT SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY IS INTENDED SHALL NOT APPLY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVETOMOFUN.

Limitations of Liability. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR THE CONTRACT DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT WILL SHALL EITHER PARTY PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE TO THE OTHER FOR ANY FORM OF THE FOLLOWING TYPES INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, LOSS OF PROFITS OR DAMAGE ARISING IN ANY WAY OUT LOSS OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSDATA DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR NOT TORT AND IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR DAMAGE: (A) ANY LOSS THE CONTRACT DOCUMENTS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DESIGN/BUILDER FOR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT AND THE CONTRACT DOCUMENTS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY PUBLIC AGENCY FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION SERVICE(S) GIVING RISE TO SUCH LIABILITYTHE CLAIM. THIS LIMITATION THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY CLAIM FOR BODILY INJURY, OR TO ANY OTHER CLAIM TO THE EXTENT OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED DESIGN/BUILDER’S GROSS NEGLIGENCE OR HAVE PROVEN INEFFECTIVEWILLFUL MISCONDUCT.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRARY EXPRESSED OR IMPLIED HEREIN: a. IN NO EVENT WILL EITHER PARTY SHALL TRUCE BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S USERS, ADMINISTRATORS OR ANY OTHER EMPLOYEE, CONTRACTOR, AGENT OR OTHER PERSONNEL (THE OTHER “CUSTOMER PARTIES”) FOR ANY OF THE FOLLOWING TYPES FOLLOWING, WHETHER TRUCE KNEW OR SHOULD HAVE KNOWN OF LOSS THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR DAMAGE EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND LOST SAVINGS; (2) ANY CLAIM ASSERTED BY ANY THIRD PARTY (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15); (3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY CLAIMS OR DAMAGES RESULTING FROM DEATH OF OR INJURY TO ANY OF THE CUSTOMER PARTIES OR ANY OTHER PERSON OR ENTITY ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE, IMPROPER USE, OR INABILITY TO USE THE TRUCE SYSTEM; AND, (4) ANY LEGAL FEES OR OTHER EXPENSES RELATED THERETO (EXCEPT IN CONNECTION WITH THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15). b. THE TOTAL LIABILITY OF TRUCE TO THE CUSTOMER PARTIES WILL BE LIMITED TO THE LESSER OF (i) CUSTOMER’S ACTUAL DIRECT DAMAGES, IF ANY OR (ii) THE CUMULATIVE PAYMENTS ACTUALLY RECEIVED BY TRUCE FROM CUSTOMER PURSUANT TO THIS AGREEMENT OR DURING THE OFFERINGS, WHETHER OR TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE; PROVIDED THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT SUCH PARTY WAS ADVISED IN ADVANCE APPLY TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 BELOW. c. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL CONDITION OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR AGREEMENT. d. THE INDEMNITY LIMITATIONS SET FORTH IN THIS SECTION 8.114 SHALL APPLY REGARDLESS OF THE FORM, NATURE OR TYPE OF CLAIM OR CAUSE OF ACTION ASSERTED BY ANY CUSTOMER PARTY, WHETHER IN NO EVENT CONTRACT, TORT OR OTHERWISE, AND SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO SURVIVE ANY TERMINATION OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIMREASON FOR SUCH TERMINATION. e. Notwithstanding the foregoing, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTthe parties acknowledge that, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEin some jurisdictions, applicable law does not allow the exclusion or limitation of incidental, consequential or special damages, the exclusion of implied warranties, or limitations on how long a given warranty may last, so some of the above limitations may not apply.

Limitations of Liability. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT WILL SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, BE LIABLE TO THE OTHER FOR ANY PARTY TO THIS AGREEMENT OR ANY OF THE FOLLOWING TYPES AFFILIATES OF LOSS ANY OF THEM WHETHER IN CONTRACT, TORT, EQUITY OR DAMAGE ARISING IN OTHERWISE, FOR (I) ANY WAY OUT OF INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSEXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT SUCH A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (ADAMAGES) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE NATURE OF EXTENT THAT THE CLAIM, EXCEED THE AGGREGATE AMOUNT OF SUCH DAMAGES EXCEEDS THE GREATER OF $100,000 OR THE FEES PAID BY CUSTOMER CLIENT TO BLACKHAWK FOR THE SERVICES PERFORMED BY BLACKHAWK UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAGREEMENT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL EITHER PARTY THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE OTHER FOR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF THE FOLLOWING TYPES OF LOSS LIABILITY, WHETHER UNDER THESE TERMS OR DAMAGE OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THESE TERMS OR THE OFFERINGSDELIVERY, WHETHER USE OR NOT SUCH PARTY WAS ADVISED IN ADVANCE PERFORMANCE OF THE POSSIBILITY SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF SUCH LOSS NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR DAMAGE: (A) ANY LOSS LIMITATION OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL LOSSES DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT FINALLY AWARDED SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, NOT EXCEED THE AMOUNT OF FEES ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID BY CUSTOMER UNDER THIS AGREEMENT THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE AFFECTED OFFERING DURING SERVICES (OR COMPANY NFTS PURCHASED ON THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION SERVICES) GIVING RISE TO SUCH LIABILITYTHE CLAIM. THIS LIMITATION THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEITS ESSENTIAL PURPOSE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT (a) NEITHER PARTY NOR ANY OF ITS AFFILIATES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF THE FOLLOWING TYPES OF LOSS DATA, REVENUE, AND/OR DAMAGE PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGETHOSE DAMAGES. THE FOREGOING LIMITATION DOES NOT APPLY TO LIABILITY ARISING FROM: (AI) A PARTY’S DUTY TO INDEMNIFY THE OTHER FOR THIRD-PARTY CLAIMS UNDER THIS AGREEMENT; (II) A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THE NDA OR THIS AGREEMENT; (III) ANY LOSS INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUEANY INTELLECTUAL PROPERTY RIGHTS; (B) ANY LOSS OR CORRUPTION OF DATA OR (CIV) ANY INCIDENTALFRAUD. (b) ADDITIONALLY, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR NEITHER MICROSOFT NOR ITS LICENSORSAFFILIATES’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM TO TECHSOUP UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, AGREEMENT WILL EXCEED THE AMOUNT GREATER OF $500 OR THE ACTUAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT END USERS FOR PRODUCTS IN THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEDATE THE FIRST CLAIM AROSE.

Limitations of Liability. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS VENDORS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE SUPPORT; PROVIDED, HOWEVER, THAT SUCH LIMITATIONS SHALL NOT APPLY TO: (I) DAMAGES ARISING OUT OF A PARTY’S FAILURE TO COMPLY WITH ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13; (II) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16(d) OR 16(e) (AS APPLICABLE); OR (III) CUSTOMER’S PAYMENT OBLIGATIONS TO SANGOMA. (b) UNDER NO CIRCUMSTANCES WILL SANGOMA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT(S) OR THE INFORMATION CONTAINED THEREIN. SANGOMA 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 CUSTOMER’S OR AUTHORIZED USERS’ ACCESS TO AND USE OF THE SERVICE OR SUPPORT; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (IV) 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 SERVICE; AND/OR (IV) CUSTOMER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. EXCEPT FOR THEIR RESPECTIVE INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY PARTY, THEIR AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AUTHORIZED USER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE FEES CUSTOMER PAID TO SANGOMA HEREUNDER. (c) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE FOLLOWING TYPES OF LOSS ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHER BASIS, EVEN IF THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS NON-BREACHING PART HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS . THE FOREGOING LIMITATIONS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT LIABILITY SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR APPLY TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEFULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Limitations of Liability. 4.1 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE AGREEMENT, LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE AND ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND BAYER DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR SERVICES WILL MEET LICENSEE’S REQUIREMENTS, BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE WILL ACHIEVE THE RESULTS IT DESIRES. BAYER MAKES NO OTHER WARRANTIES TO LICENSEE, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 4.2 THE MAXIMUM TOTAL LIABILITY OF BAYER FOR ANY CLAIM UNDER OR RELATING TO THE MAXIMUM EXTENT PERMITTED AGREEMENT WHATSOEVER, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, WILL BE LIMITED TO DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNTS PAID HEREUNDER BY LAW, LICENSEE TO BAYER FOR THE LICENSED SOFTWARE THAT IS THE SUBJECT OF THE APPLICABLE CLAIM. IN NO EVENT WILL EITHER PARTY BAYER BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSCONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY INCLUDING LOSS OF BUSINESS, CONTRACTS, REVENUE OR BUSINESS PROFITS, ANTICIPATED SAVINGSBUSINESS INTERRUPTION, GOODWILL USE, INTERRUPTION, DELAY OR REVENUE; (B) ANY INABILITY TO USE THE LICENSED SOFTWARE, DELAYS OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTALINFORMATION, INDIRECT LOSS RESULTING FROM SYSTEM OR CONSEQUENTIAL LOSSES SYSTEM SERVICE FAILURE, MALFUNCTION OR DAMAGES WHATSOEVER (INCLUDINGSHUTDOWN, WITHOUT LIMITATIONFAILURE TO ACCURATELY TRANSFER, SPECIALREAD OR TRANSMIT INFORMATION, PUNITIVEFAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1ANY OTHER COMMERCIAL LOSS, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS EVEN IF ADVISED OF THE NATURE POSSIBILITY OF SUCH DAMAGES. 4.3 THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY LICENSED SOFTWARE DOES NOT PROVIDE MEDICAL ADVICE AND IS NOT INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, DIAGNOSIS OR HAVE PROVEN INEFFECTIVETREATMENT. 4.4 The remedies provided in the Agreement are the sole and exclusive remedies of the Parties and shall apply even if Licensee’s remedies under this Agreement fail of their essential purpose. 4.5 Licensee agrees that any breach by if of any restrictions on use or confidentiality obligations contained in the Agreement may cause serious and irreparable harm to Bayer and that in the event of such a breach by Licensee, Bayer will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (A) THE MAXIMUM EXTENT PERMITTED BY LAWLIABILITY 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 EITHER PARTY BE LIABLE TO 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 OF THE FOLLOWING TYPES OF LOSS INDIRECT, INCIDENTAL, SPECIAL, CONSE- QUENTIAL, EXEMPLARY, PUNITIVE OR DAMAGE LIKE DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE OFFERINGSPROVIDER 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 NOT SUCH OTHERWISE, UNDER ANY THEORY OF LIABILITY (INCLUDING 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 WHETHER THE PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDINGOR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, WITHOUT LIMITATION, SPECIAL, PUNITIVE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR OTHER REM- EDY OF ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSPECIAL, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDINGDAMAGES, WITHOUT LIMITATIONINCLUDING LOSS OF REVENUE OR PROFITS, SPECIALLOSS OF DATA, PUNITIVEBUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1SAVINGS, IN NO EVENT SHALL BLACKBOARD COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR RELATING INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, REGARDLESS THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEPARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED NO CONSEQUENTIAL-TYPE DAMAGES. Bolt AND OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD-PARTY VENDORS (“ Bolt PARTIES”) ARE NOT LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY LAWYOU OR ANY OTHER THIRD PARTY ARISING OUT OF, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR AND THE OFFERINGSSERVICES, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT SUCH PARTY WAS WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES, (III) THE LEGAL OR DAMAGE: EQUITABLE THEORY (ACONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY LOSS AGREED OR OTHER REMEDY OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION ITS ESSENTIAL PURPOSE. • ABSOLUTE LIMITATION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)LIABILITY. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD WILL THE AGGREGATE LIABILITY OF THE Bolt PARTIES ARISING OUT OF OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING RELATED TO THIS AGREEMENTAGREEMENT AND THE SERVICES, REGARDLESS WHETHER ARISING OUT OF THE NATURE OR RELATED TO BREACH OF THE CLAIMCONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR OTHERWISE, EXCEED THE AMOUNT OF FEES AGGREGATE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT TO Bolt FOR THE AFFECTED OFFERING SERVICES DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR PREVIOUS MONTH OR $500, WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEEXTENT PERMITTED BY LAW.

Limitations of Liability. NOTWITHSTANDING ANY PROVISION OF THIS CONTRACT OR THE LAW, IT IS EXPRESSLY AGREED THAT SELLER’S TOTAL LIABILITY FOR ANY DAMAGES, COSTS OR EXPENSES ARISING OUT OF OR RELATED TO THIS CONTRACT OR ITS PRODUCTS OR SERVICES, W HETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAWREPAIR OR REPLACEMENT OF THE PRODUCT OR SERVICES OR, AT SELLER’S OPTION, A RETURN OF AN AMOUNT THAT WILL NOT EXCEED THE PURCHASE PRICE. UNDER NO CIRCUMSTANCES WILL SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ASSIGNS BE LIABLE FOR ANY OTHER REMEDY, LOSS, COST, DAMAGE OR EXPENSE W HETHER DIRECT OR INDIRECT. IN NO EVENT WHATSOEVER WILL EITHER PARTY SELLER BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, LIQUIDATED, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF THE FOLLOWING TYPES USE, INCOME, PROFIT, OR PRODUCTION; INCREASED COST OF LOSS OPERATION; SPOILAGE OR DAMAGE ARISING IN TO MATERIAL OR DATA; OR CHANGE OUT COSTS. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER H AR M LESS FROM ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSLOSS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSCOST, CONTRACTSEXPENSE, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVED AM AGE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD CAUSE OF ACTION TO OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS BY A THIRD PARTY THAT EXCEEDS THESE LIMITATIONS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER NEITHER PARTY SHALL BE LIABLE TO THE OTHER OTHER, FOR ANY SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE OF DATA OR THE FOLLOWING TYPES SERVICES, LOST BUSINESS, LOSS OF GOODWILL, LOST REVENUES, FAILURE TO REALIZE ANTICIPATED SAVINGS, OR LOST PROFITS, AND ANY OTHER DAMAGES FOR ECONOMIC LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE OFFERINGSINSTALLATION, WHETHER IMPLEMENTATION, CUSTOMIZATION, USE, INABILITY TO USE, OPERATION OR NOT SUCH PARTY WAS ADVISED IN ADVANCE SUPPORT OF THE POSSIBILITY OF SUCH LOSS SERVICES. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER OR DAMAGE: (A) TO ANY OTHER PERSON FOR ANY LOSS ARISING OUT OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE INSTALLATION, REGARDLESS IMPLEMENTATION, CUSTOMIZATION, USE, INABILITY TO USE, OPERATION OR SUPPORT OF THE NATURE OF THE CLAIM, SERVICES SHALL NOT EXCEED THE AMOUNT OF TOTAL FEES PAID AND/OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR KHS TO CONTRACTOR IN THE AFFECTED OFFERING DURING THE TWENTY FOUR TWELVE (24)-MONTH 12) MONTH PERIOD IMMEDIATELY PRIOR TO PRECEDING THE EVENT, ACT OR OMISSION EVENT(S) GIVING RISE TO SUCH LIABILITY. THIS LIMITATION NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY IS INTENDED SHALL NOT APPLY TO, AFFECT, OR LIMIT CONTRACTOR’S DUTY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF INDEMNIFY KHS IN ACCORDANCE WITH THIS AGREEMENT HAVE BEEN BREACHED AND/OR HAVE PROVEN INEFFECTIVE(II) ANY THIRD PARTY CLAIMS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND UNLESS PROHIBITED BY LAW, IN NO EVENT (A) YOU, GM AND THE WIRELESS SERVICE PROVIDERS WILL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSERVICES FOR ANY INDIRECT, WHETHER 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) GM 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 OF GM 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 RELATING TO THE INSTALLATION, REPAIR, UPDATES OR CHANGES TO SYSTEMS, SOFTWARE, OR OTHER EQUIPMENT PROVIDED BY GM OR THE WIRELESS SERVICE PROVIDERS, (v) ANY CHANGE OR REDUCTION IN, OR ANY LOSS OF SERVICES CAUSED BY CHANGES IN SYSTEMS, SERVICES, OR INFRASTRUCTURE (SUCH AS THE WIRELESS SERVICE OR TECHNOLOGY INFRASTRUCTURE) THAT ARE MADE AVAILABLE BY THIRD PARTIES, AND (C) GM WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH ANY THIRD PARTY WAS ADVISED SERVICES. TO THE EXTENT THAT GM OR ANY WIRELESS SERVICE PROVIDER ARE FOUND LIABLE FOR ANY DAMAGES, LOSSES, LIABILITIES OR EXPENSES IN ADVANCE OF CONNECTION WITH THIS AGREEMENT OR THE SERVICES, AND TO THE EXTENT ALLOWED BY LAW AND UNLESS PROHIBITED BY LAW, YOU AGREE THAT GM'S AND THE WIRELESS SERVICE PROVIDER'S MAXIMUM AGGREGATE LIABILITY SHALL BE NO GREATER THAN $100.00. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF GM AND THE WIRELESS SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSTHE DAMAGES AND WHETHER ARISING BASED ON NEGLIGENCE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVETORT, OR EXEMPLARY DAMAGES)BREACH OF CONTRACT. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD THESE LIMITATIONS SURVIVE ANY TERMINATION OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS EXPIRATION OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.THE

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY IN THIS AGREEMENT, IN UNDER NO EVENT WILL EITHER PARTY BE LIABLE TO CIRCUMSTANCES SHALL THE OTHER CUMULATIVE LIABILITY OF TREND MICRO FOR ANY OF THE FOLLOWING TYPES OF LOSS AND ALL CLAIMS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: DAMAGES (A) ANY LOSS RELATED TO THE INSTALLATION OF, USE OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; RELIANCE UPON A CERTIFICATE OR (B) FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT, TO YOU, SUBSCRIBERS AND/OR RELYING PARTIES UNDER ANY LOSS CAUSE OF ACTION, OR CORRUPTION OF DATA ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY OR IN ANY OTHER WAY, EXCEED THE AMOUNT PAID TO TREND MICRO FOR THE SERVICES UNDER THIS AGREEMENT BY YOU AND/OR SUBSCRIBER OVER THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM (CEXCEPT THAT FOR CLAIMS FROM SUBSCRIBERS AND RELYING PARTIES ARISING FROM OR RELATED TO EXTENDED VALIDATION (EV) CERTIFICATES, THE MAXIMUM SHALL BE (I) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER ECONOMIC LOSS (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS); (II) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY LOSS OR DAMAGE RESULTING FROM DEATH OR INJURY OF SUBSCRIBER AND/OR ANY RELYING PARTY OR ANYONE ELSE; (III) ANY LOSS OF GOODWILL OR REPUTATION; OR (IV) ANY OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES IN ANY CASE WHETHER OR EXEMPLARY NOT SUCH LOSSES OR DAMAGES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE TIME OF THE APPLICATION FOR, INSTALLATION OF, USE OF OR RELIANCE ON THE CERTIFICATE, OR AROSE OUT OF ANY OTHER MATTER OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY SUPPORT SERVICES) UNDER OUR CPS OR WITH REGARD TO THE USE OF OR RELIANCE ON THE CERTIFICATE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES), THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO A SUBSCRIBER AND/OR A RELYING PARTY BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT FOREGOING LIMITATIONS OF LIABILITY SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENTAPPLY ON A CERTIFICATE-BY- CERTIFICATE BASIS, REGARDLESS OF THE NATURE NUMBER OF THE CLAIMTRANSACTIONS OR CLAIMS RELATED TO EACH CERTIFICATE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR AND SHALL BE APPORTIONED FIRST TO THE EVENTEARLIER CLAIMS TO ACHIEVE FINAL RESOLUTION. In no event will Trend Micro be liable for any damages to Subscribers, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.Relying Parties or any other party arising out of or related to the use or misuse of, or reliance on any Certificate issued under this Agreement or the CPS that: (i) has expired or been revoked; (ii) has been used for any purpose other than as set forth in this Agreement or the CPS; (iii) has been tampered with;

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH FROM THIS AGREEMENT OR THE OFFERINGSAGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIALCONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, PUNITIVEWHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR EXEMPLARY DAMAGES). EXCEPT FOR OTHER TORT WITH RESPECT TO THE INDEMNITY SET FORTH PRODUCTS, OR ANY SERVICE PROVIDED IN SECTION 8.1CONNECTION 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 FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL BLACKBOARD NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS OTHERWISE FOR: ARISING FROM OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE CLAIM, EXCEED THE AMOUNT POSSIBILITY OF FEES PAID BY CUSTOMER UNDER SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT FOR EXCLUDES OR LIMITS THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION LIABILITY OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.EITHER PARTY:

Limitations of Liability. 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. IN THE EVENT OF ANY CLAIM, ACTION, SUIT, OR OTHER PROCEEDING ARISING FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY COMPANY SHALL NOT BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (AI) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (BII) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR LOSS. COMPANY'S TOTAL LIABILITY FOR DAMAGES WHATSOEVER (INCLUDINGSUSTAINED BY YOU AND ANY THIRD PARTY UNDER THIS AGREEMENT SHALL BE LIMITED, WITHOUT LIMITATIONIN THE AGGREGATE, SPECIALTO TWO THOUSAND USD.THE LIABILITY LIMITATIONS PROVIDED IN THIS SECTION SHALL BE THE SAME REGARDLESS OF THE NUMBER OF DIGITAL SIGNATURES, PUNITIVETRANSACTIONS, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER COMPANY'S LIABILITY SHALL NOT BE LIMITED UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR SECTION IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM COMPANY'S NEGLIGENCE OR WITH RESPECT TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF ANY OTHER LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, IN NO EVENT FOURTH WILL EITHER PARTY NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PARTY FOR ANY OF THE FOLLOWING TYPES OF LOSS CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR DAMAGE EXEMPLARY DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATED TO THESE TERMS AND CONDITIONS, OR FOR ANY LOST GOODWILL OR BUSINESS VALUE, LOST PROFITS, OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF FOURTH IS APPRISED OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL FOURTH'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO FOURTH UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS AGREEMENT OR LIMIT. THE OFFERINGSFOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER OR NOT NOT (a) SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE; (b) SUCH LIABILITY IS FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE; AND (c) THE DAMAGED PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) . INSOFAR AS APPLICABLE LAW PROHIBITS ANY LOSS LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMAWDLALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. EACH PROVISION OF BUSINESSTHESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION DISCLAIMER OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEWARRANTIES, OR EXEMPLARY DAMAGES)EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS AND CONDITIONS BETWEEN THE PARTIES. EXCEPT FOR THIS ALLOCATION IS REFLECTED IN THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING PRICING OFFERED BY FOURTH TO THIS AGREEMENT, REGARDLESS SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE NATURE BASIS OF THE CLAIM, EXCEED BARGAIN BETWEEN THE AMOUNT PARTIES. EACH OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS. THE LIMITATIONS IN THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS AND CONDITIONS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY ▇▇▇▇▇ OR ITS RESELLERS, OR ITS OR THEIR SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR THE OFFERINGSEQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, IN EACH CASE REGARDLESS OF WHETHER OR NOT SUCH PARTY ▇▇▇▇▇ WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD WILL ▇▇▇▇▇’▇ OR ITS RESELLERS’, OR ITS OR THEIR SERVICE PROVIDERS’, LICENSORS’ CUMULATIVE OR SUPPLIERS’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, REGARDLESS INCLUDING BREACH OF THE NATURE OF THE CLAIMCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE AMOUNT OF FEES TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO ▇▇▇▇▇ OR (IF APPLICABLE) ITS RESELLER UNDER THIS AGREEMENT FOR IN THE AFFECTED OFFERING DURING TWELVE (12) MONTH PERIOD PRECEDING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE CLAIM. AS BETWEEN ▇▇▇▇▇ AND ITS RESELLERS, ON THE ONE HAND, AND CUSTOMER, ITS AFFILIATES AND ITS AND THEIR AUTHORIZED USERS, ON THE OTHER HAND, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER, ITS AFFILIATES AND ITS AND THEIR AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR ALL USES SUCH LIABILITYPERSONS OR ENTITIES MAY MAKE OF THE SOFTWARE, AND ALL DECISIONS SUCH PERSONS OR ENTITIES MAY MAKE BASED ON THE SOFTWARE OR ANY CONTENT OR MATERIALS AVAILABLE ON OR THROUGH THE FOREGOING, AND ▇▇▇▇▇ AND ITS RESELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON THE SOFTWARE, OR ANY CONTENT OR MATERIALS AVAILABLE ON OR THROUGH THE SOFTWARE BY CUSTOMER, ITS AFFILIATES OR ITS OR THEIR AUTHORIZED USERS OR ANY OTHER PERSON OR ENTITY WHO MAY BE INFORMED OF ANY OF THE CONTENTS OF THE FOREGOING. THIS LIMITATION HOWEVER, THE FOREGOING EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY IS INTENDED SHALL NOT APPLY TO APPLY WITHOUT REGARD ▇▇▇▇▇’▇ BREACH OF ITS OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), ▇▇▇▇▇’▇ INDEMNIFICATION OBLIGATIONS UNDER AND PURSUANT TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED SECTION 9 OR HAVE PROVEN INEFFECTIVE▇▇▇▇▇’▇ LIABILITY FOR ITS OWN FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE (INCLUDING THE FOLLOWING TYPES ENTRY INTO, PERFORMANCE OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT WAS FORESEEABLE OR THE OFFERINGS, WHETHER OR NOT PARTY AGAINST WHOM SUCH PARTY WAS LIABILITY IS CLAIMED HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: , AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, PROVIDED, HOWEVER, THESE LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S LIABILITY FOR (AI) ANY LOSS CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 8 AND (II) BREACH OF BUSINESSSECTION 2, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVESECTION 5, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE6.

Limitations of Liability. 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE WILL NOT BE LIABLE TO SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY USER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, DATA USE, OR DATA, EVEN IF WE OR OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING. 11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY THE AGGREGATE CUMULATIVE LIABILITY OF LASERFICHE FOR ANY AND ALL DAMAGES SUFFERED BY SUBSCRIBER, SUBSCRIBER’S AFFILIATES, AND USERS, AND ANYONE ELSE, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING, WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT OF FEES SUBSCRIBER PAYS LASERFICHE FOR THE APPLICABLE LASERFICHE CLOUD SUBSCRIPTION GIVING RISE TO THE LIABILITY LIMITED TO THE AMOUNT ACTUALLY PAID DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT SUBSCRIBER FIRST LEARNED OF THE EVENT THAT GAVE RISE TO THE CLAIM RELATED TO SUCH SUBSCRIPTION. 11.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS), WILL NOT BE LIABLE TO THE OTHER SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY USER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOSS OF THE FOLLOWING TYPES OF LOSS PROFITS, SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, DATA USE, OR DAMAGE ARISING IN ANY WAY OUT OF DATA, EVEN IF WE OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSOUR AFFILIATES, WHETHER OR NOT SUCH PARTY WAS LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES, AND WHETHER BASED ON A BREACH OF CONTRACT OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEWARRANTY, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1NEGLIGENCE, IN NO EVENT SHALL BLACKBOARD MISREPRESENTATION OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING FROM OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER CONCERNING THIS AGREEMENT FOR OR LASERFICHE CLOUD OR THE AFFECTED OFFERING DURING LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEFOREGOING.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWAvigilon shall have no liability to You for any unauthorized use, corruption, deletion, destruction, or loss of any User Generated Data. IN NO EVENT WILL EITHER PARTY ▇▇▇▇ ▇▇▇▇▇▇▇▇, NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER PERSONNEL (COLLECTIVELY, THE “AVIGILON PARTIES”), BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, COVER, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF THE FOLLOWING TYPES PROFITS; LOSS OF SAVINGS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; LOSS OF PRIVACY; LOSS OR DAMAGE OF OR TO PROPERTY, SYSTEMS, RECORDS, OR DATA; FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING IN ANY WAY OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, THIRD PARTY CLAIMS, LIABILITIES RELATED TO AN INDIVIDUAL’S PRIVACY RIGHT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT APPENDIX A, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR THE OFFERINGSBREACH OF WARRANTY OF AN AVIGILON PARTY, WHETHER OR NOT SUCH AND EVEN IF AN AVIGILON PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY LOSS OF BUSINESSOUTPUT FROM THE SERVICE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) AND FOR ANY LOSS OR CORRUPTION OF DATA OR (C) RELIANCE THEREON. NOTWITHSTANDING ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR EXEMPLARY GENERAL DAMAGES). EXCEPT , THE ENTIRE LIABILITY OF THE AVIGILON PARTIES AND ANY LICENSOR OF AVIGILON UNDER ANY PROVISION OF THESE TERMS OF SERVICE AND USER’S EXCLUSIVE REMEDY FOR ALL OF THE INDEMNITY SET FORTH IN SECTION 8.1, FOREGOING WILL IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, CASE EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT YOU TO AVIGILON FOR THE AFFECTED OFFERING DURING SOFTWARE OR THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR SERVICE IN THE PRECEDING SIX MONTH PERIOD. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. TO (a) THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LIABILITY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR PROVIDER AND ITS GROUP MEMBERS IN CONNECTION WITH THE PERFORMANCE, DELIVERY OR PROVISION OF ANY SERVICE OR OTHERWISE UNDER THIS AGREEMENT OR SHALL BE LIMITED TO A SUM EQUAL TO THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE AGGREGATE PRICE FOR SERVICES PAID HEREUNDER TO THE PROVIDER AND ITS GROUP MEMBERS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE POSSIBILITY OF SUCH LOSS OR DAMAGE: CONTRARY (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGESBUT SUBJECT TO SECTION 6.4(a). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1), IN NO EVENT SHALL BLACKBOARD EITHER PARTY OR ANY OF ITS LICENSORS’ CUMULATIVE LIABILITY GROUP MEMBERS BE LIABLE FOR ALL CLAIMS ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING FROM HEREUNDER OR RELATING THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS AGREEMENTSECTION 6.4(b). (c) THE SERVICES ARE PROVIDED “AS IS” AND, REGARDLESS TO THE FULLEST EXTENT OF THE NATURE LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY THE PROVIDER, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF THE CLAIMQUALITY, EXCEED THE AMOUNT PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEd) Nothing contained in this Agreement shall limit or alter (i) the obligation of either Party to indemnify the other Party pursuant to the Separation Agreement or any other Ancillary Document or (ii) the right of either Party to make a claim pursuant to the Separation Agreement or any other Ancillary Document; provided that no Party shall obtain duplicative recoveries.

Limitations of Liability. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE VI ABOVE, HEALTHAXIS GRANTS NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY LICENSED SOFTWARE OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE MAXIMUM EXTENT PERMITTED BY LAW, STATED EXPRESS WARRANTIES ARE IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER LIEU OF ALL LIABILITIES OR OBLIGATIONS OF HEALTHAXIS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE DELIVERY, USE, OR PERFORMANCE OF THE OFFERINGSLICENSED SOFTWARE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS SUFFERED OR INCURRED BY THE OTHER OR ANY OTHER PARTY, WHETHER OR NOT SUCH PARTY WAS ADVISED DAMAGES ARE LABELED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSTORT, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVECONTRACT, OR EXEMPLARY DAMAGES)INDEMNITY. EXCEPT FOR THE INDEMNITY SET FORTH AS OTHERWISE PROVIDED IN SECTION 8.1THIS AGREEMENT, IN NO EVENT OR CIRCUMSTANCE WHATSOEVER SHALL BLACKBOARD EITHER PARTY BE LIABLE OR ITS LICENSORS’ CUMULATIVE LIABILITY OBLIGATED TO THE OTHER IN CONTRACT, TORT OR OTHERWISE FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS ANY AMOUNT IN EXCESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID THE ACTUAL PAYMENTS MADE BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING UICI TO HEALTHAXIS DURING THE TWENTY FOUR TWELVE (24)-MONTH 12) MONTH PERIOD IMMEDIATELY PRIOR TO PROCEEDING THE EVENT, ACT EVENT OR OMISSION OCCURANCE GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF , EACH PARTY'S MAXIMUM LIABILITY IS INTENDED HEREUNDER BEING HEREBY LIMITED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESUCH AMOUNT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL EPIC PARTIES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEǪUENTIAL OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF THE FOLLOWING TYPES OF LOSS PROFITS, DATA, USE, GOODWILL, OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSOTHER INTANGIBLE LOSSES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR NOT SUCH PARTY WAS OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM: 1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; 2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY USING OUR SERVICES; 3. ANY CONTENT OBTAINED FROM OUR SERVICES; 4. ANY USE OR NON-USE OF YOUR STREAMING FOOTAGE; OR 5. UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE: , AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES’ AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (AIF ANY) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER SERVICES UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR TWELVE (24)-MONTH PERIOD 12) MONTHS IMMEDIATELY PRIOR TO PRECEDING THE EVENT, ACT OR OMISSION EVENTS GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED ALLOWED BY LAW, IN NO EVENT WILL EITHER PARTY INTUIT SHALL NOT BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCE FOR ANY OF THE FOLLOWING TYPES OF LOSS SPECIAL, CONSEQUENTIAL, INCIDENTAL OR DAMAGE EXEMPLARY DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT AGREEMENT, THE PROGRAM OR THE OFFERINGSPRODUCTS, WHETHER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR NOT SUCH PARTY WAS ANY DAMAGES OR SUMS PAID BY Member TO THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR DAMAGE: (A) ANY LOSS STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF BUSINESSINDEMNITY OR CONTRIBUTION, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL THE FAILURE OF ANY LIMITED OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEEXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR EXEMPLARY OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES), THIS LIMITATION MAY NOT APPLY TO Member. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE INTUIT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, OTHERWISE) SHALL NOT EXCEED THE AMOUNT LESSER OF FEES PAID AMOUNTS RECEIVED BY CUSTOMER INTUIT UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR OR FIVE THOUSAND (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE$5,000) DOLLARS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO ------------------------ EVENT WILL EITHER PARTY BLACKBOARD OR ITS LICENSORS BE LIABLE TO THE OTHER DEVELOPER OR ITS CUSTOMERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSOFTWARE, WHETHER OR NOT SUCH PARTY BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA DATA; OR (C) ANY INCIDENTAL, INCIDENTAL INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ BLACKBOARD'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DEVELOPER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING PARTICULAR SOFTWARE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.. 10.3

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE OFFERINGSPRODUCTS OR SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, WHETHER TORT 8.1. 責任の制限 法律で許容される限度において、本契約もしくは本契約の下で提供される製品、サービスに基づくものであるか、不法行為もしくはその他の法的もしくは衡平法上の根拠に基づくものであるかに関わらず、本契約または本契約に基づき提供されるサービスから生じる、またはそれに関連する累積で (INCLUDING NEGLIGENCE) OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT PRODUCTS OR OMISSION SERVICES GIVING RISE TO SUCH THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY IS INTENDED SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATION TO APPLY WITHOUT REGARD TO WHETHER PAY FOR PRODUCTS, SERVICES OR TAXES; (2) A PARTY’S OBLIGATIONS IN SECTION 7 (INDEMNIFICATION); AND (3) INFRINGEMENT BY A PARTY OF THE OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.PARTY’S INTELLECTUAL PROPERTY RIGHTS. の責任総額は、責任発生原因の最初の出来事に先立つ 12 ヵ月間に顧客が当該請求を引き起こした製品またはサービスに対して支払った金額に限定されるものとします。複数の請求が存在しても、この限度額が拡大されることはありません。上記責任の制限は、(1)顧客の製品、サービスもしくは税に対する支払義務、(2)本契約 7 条（補償）に規定される当事者の補償義務、および(3) 一方当事者による他方当事者の知的財産権に対する侵害には適用されないものとします。

Limitations of Liability. 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 (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), 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 YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL HID BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS SPECIAL, INCIDENTAL, INDIRECT OR DAMAGE CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, REGARDLESS OF THE OFFERINGS, WHETHER OR NOT LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEThese limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, MISREPRESENTATION OF DATA, FAULTY IMPORT DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE OTHER APPLICATION. THIS APPLICATION AND ITS COMPONENTS ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY; THIS APPLICATION SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION MADE AVAILABLE VIA THE APPLICATION, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS IN THAT INFORMATION. YOU SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL TAXES, DUTIES OR LEVEIES THAT MAY NOW OR HEREAFTER BE IMPOSSED BY ANY AUTHORITY UPON THIS AGREEMENT FOR THE SUPPLY, USE, OR MAINTENANCE OF THE APPLICATION, AND IF ANY OF THE FOLLOWING TYPES FOREGOING TAXES, DUTIES, OR LEVEIES ARE PAID AT ANY TIME BY US, YOU SHALL REIMBURSE US IN FULL UPON DEMAND. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERUPTION, LOSS OF BUSINESS INFORMATION, OR DAMAGE OTHER PECUNIARY LOSS) ARISING IN ANY WAY OUT OF USE OR IN CONNECTION WITH THIS AGREEMENT INABLILITY TO USE OUR PRODUCT, EVEN IF WE OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS OUR DEALERS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. (a) IF ANY PARTY IS HELD OR FOUND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE ANY OTHER PARTY FOR ANY MATTER RELATING TO OR ARISING FROM ANY BREACH OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSLICENSE AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, THE AMOUNT RECOVERABLE FROM THE BREACHING PARTY WILL NOT EXCEED $200,000 FOR EACH INCIDENT OR SERIES OF RELATED INCIDENTS GIVING RISE TO SUCH PARTY WAS ADVISED IN ADVANCE LIABILITY, PROVIDED THAT THIS SECTION 16.4(a) SHALL NOT APPLY TO ANY CLAIM FOR PAYMENT OF THE POSSIBILITY ROYALTIES UNDER SECTION 8 OR ANY CLAIM ARISING FROM A BREACH OF SUCH LOSS A REPRESENTATION OR DAMAGE: (A) ANY LOSS OF BUSINESSWARRANTY BY CL, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE▇▇▇▇▇, OR EXEMPLARY DAMAGES). EXCEPT LINK RELATING TO CL’S TITLE TO, OR ABILITY TO LICENSE TO FRANKLINCOVEY, THE LICENSED MATERIALS. (b) IF ANY OF CL, ▇▇▇▇▇ OR LINK IS HELD OR FOUND TO BE LIABLE TO ANY OTHER PARTY FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD ANY MATTER RELATING TO OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM ANY BREACH OF A REPRESENTATION OR WARRANTY BY ANY OF CL, ▇▇▇▇▇ OR LINK RELATING TO THIS AGREEMENTCL’S TITLE TO, REGARDLESS OF OR ABILITY TO LICENSE TO FRANKLINCOVEY, THE NATURE OF LICENSED MATERIALS, THE CLAIM, AMOUNT RECOVERABLE FROM THE BREACHING PARTY WILL NOT EXCEED THE CAP AMOUNT FOR EACH INCIDENT OR SERIES OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION RELATED INCIDENTS GIVING RISE TO SUCH LIABILITY. AS USED IN THIS LIMITATION PARAGRAPH 16.4(b), “THE CAP AMOUNT” SHALL MEAN THE AGGREGATE OF LIABILITY IS INTENDED THE AMOUNTS (1) PAID BY THE BUYER TO APPLY WITHOUT REGARD THE SELLER UNDER SECTION 2.3(a) OF THE PURCHASE AGREEMENT, (2) THE EARNOUT PAID TO WHETHER OTHER PROVISIONS THE SELLER UNDER SECTION 2.8 OF THIS AGREEMENT HAVE BEEN BREACHED THE PURCHASE 15 AGREEMENT, AND (3) THE DIRECT COSTS AND DAMAGES INCURRED BY FRANKLINCOVEY IN CONNECTION WITH SUCH BREACH OF REPRESENTATION OR HAVE PROVEN INEFFECTIVEWARRANTY BY CL, ▇▇▇▇▇ OR LINK RELATING TO CL’S TITLE TO, OR ABILITY TO LICENSE THE LICENSED MATERIALS TO ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 17. Term; Termination.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 6.1. IN NO EVENT WILL EITHER PARTY WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE OTHER FOR EXTENT ANY OF THE FOLLOWING TYPES FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF LOSS OR DAMAGE US TO YOU FOR ANY AND ALL CLAIMS ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSERVICES, WHETHER EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR NOT SUCH PARTY WAS ADVISED IN ADVANCE $10 IF THE SERVICES ARE FREE). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE POSSIBILITY SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION. 6.2. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY US OR SUCH LOSS PARTIES AND/OR DAMAGE: ARISING OUT OF OR RESULTING FROM (A1) ANY LOSS ACTUAL OR ALLEGED VIOLATION BY YOU OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR REVENUEWARRANTY HEREIN); (B2) ANY LOSS ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR CORRUPTION ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF DATA AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (C6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY INCIDENTALDAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDIRECT INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES. 6.3. You acknowledge that the information on the Website and other Services is provided 'as is' for general information only. If you use the Services to provide any services in any heavily regulated industry, such as, without limitation, medical, legal, tax or financial services or advice, you are fully responsible for all such services, and represent and warrant that you are appropriately qualified and certified to do so, possessing all necessary licenses and permits to do so. You indemnify us for any failure by you or your agents to do so and/or to follow any applicable laws, rules and regulations. You may use the Services for informational purposes only, as an aid, but only as one information source among many, and not as the sole basis for making any decisions; you must conduct proper due diligence and use your own judgment when making any decisions based on any information, analytics or reports derived from the Services. 6.4. We will not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, earthquakes, floods, Internet disruptions, pandemics, hacker attacks, critical third party service failure, communications failures, or other force majeure. 6.5. If we breach this Agreement, you agree that your exclusive remedy is to recover, from us or any affiliates, resellers, distributors, and vendors, direct damages up to an amount equal to your Services fee for one month (or up to USD$10.00 if the Services are free). YOU CAN'T RECOVER ANY OTHER DAMAGES OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, PUNITIVEINDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES)PUNITIVE. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1These limitations and exclusions apply if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENTthese limitations and exclusions apply to anything related to this Agreement such as, REGARDLESS OF THE NATURE OF THE CLAIMwithout limitation, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTloss of content; any virus affecting your use of the Services; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYwarranty, guarantee, or condition; strict liability, negligence, misrepresentation, or omission; trespass, or other tort; violation of statute or regulation; or unjust enrichment. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESome or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL EPIC PARTIES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF THE FOLLOWING TYPES OF LOSS PROFITS, DATA, USE, GOODWILL, OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSOTHER INTANGIBLE LOSSES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR NOT SUCH PARTY WAS OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM: 1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; 2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY USING OUR SERVICES; 3. ANY CONTENT OBTAINED FROM OUR SERVICES; 4. ANY USE OR NON-USE OF YOUR STREAMING FOOTAGE; OR 5. UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE: , AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES’ AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (AIF ANY) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER SERVICES UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR TWELVE (24)-MONTH PERIOD 12) MONTHS IMMEDIATELY PRIOR TO PRECEDING THE EVENT, ACT OR OMISSION EVENTS GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER SUB-MERCHANT, WORKWAVE OR ANY OF WORKWAVE’S ACQUIRERS, BANKS, OR THIRD PARTY BE LIABLE TO SUPPLIERS (OR THE OTHER FOR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE FOLLOWING TYPES OF LOSS FOREGOING) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR DAMAGE ARISING IN ANY WAY OUT OF OTHER LEGAL OR IN CONNECTION EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES)CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD WILL THE MAXIMUM LIABILITY OF WORKWAVE OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM ANY OF WORKWAVE’S ACQUIRERS, BANKS, OR RELATING TO THIS AGREEMENTTHIRD PARTY SUPPLIERS (OR THE RESPECTIVE DIRECTORS, REGARDLESS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE NATURE OF THE CLAIM, FOREGOING) EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DUE TO WORKWAVE UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR ONE (24)-MONTH 1) MONTH PERIOD IMMEDIATELY PRIOR TO PRECEDING THE EVENT, ACT OR OMISSION EVENT GIVING RISE TO SUCH THE CLAIM FOR LIABILITY. THIS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS CERTAIN TYPES OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEDAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. Notwithstanding the foregoing, nothing contained in this section is in any way intended, or should be construed, to limit: (i) Sub-Merchant’s obligation to pay any Fees or other amounts owed under this Agreement, including, but not limited to, assessments or other amounts imposed by any Association, Acquirer, Bank or telecommunications services provider; (ii) any damages related to the failure of Sub-Merchant to exclusively receive the Services from WorkWave; or (iii) Sub-Merchant’s obligation to indemnify WorkWave pursuant to this Agreement. In no event will WorkWave be liable for any damages or losses that are wholly or partially caused by Sub-Merchant or its TPSPs, or its or their respective employees, agents, affiliates or customers, nor will WorkWave be liable to Sub-Merchant or Sub-Merchant’s customers or any other person or entity for any loss or liability resulting from the products or services of any third party.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED NO CONSEQUENTIAL-TYPE DAMAGES. NGD AND OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD-PARTY VENDORS (“NGD PARTIES”) ARE NOT LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY LAWYOU OR ANY OTHER THIRD PARTY ARISING OUT OF, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR AND THE OFFERINGSSERVICES, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT SUCH PARTY WAS WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES, (III) THE LEGAL OR DAMAGE: EQUITABLE THEORY (ACONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY LOSS AGREED OR OTHER REMEDY OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION ITS ESSENTIAL PURPOSE. • ABSOLUTE LIMITATION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)LIABILITY. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD WILL THE AGGREGATE LIABILITY OF THE NGD PARTIES ARISING OUT OF OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING RELATED TO THIS AGREEMENTAGREEMENT AND THE SERVICES, REGARDLESS WHETHER ARISING OUT OF THE NATURE OR RELATED TO BREACH OF THE CLAIMCONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR OTHERWISE, EXCEED THE AMOUNT OF FEES AGGREGATE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT TO NGD FOR THE AFFECTED OFFERING SERVICES DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR PREVIOUS MONTH OR $500, WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEEXTENT PERMITTED BY LAW.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY SHALL SYMMPL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER SERVICE (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEMOBILE SERVICES), OR EXEMPLARY ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYMMPL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). EXCEPT THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SYMMPL SHALL NOT BE LIABLE FOR USER CONTENT OR THE INDEMNITY SET FORTH IN SECTION 8.1DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE WILL SYMMPL’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO YOU UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR YOU TO USE THE AFFECTED OFFERING SERVICE DURING THE TWENTY FOUR PRIOR SIX (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE6) MONTHS.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL EITHER PARTY ZAKKA OR ITS SERVICE PROVIDERS BE LIABLE TO THE OTHER YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ZAKKA OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE FOLLOWING TYPES POSSIBILITY OF LOSS SUCH DAMAGES; OR DAMAGE (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE THESE TERMS OF THE POSSIBILITY DELIVERY, USE, OR PERFORMANCE OF SUCH LOSS THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS, OR DAMAGE: (A) THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)RESULTING THEREFROM. EXCEPT FOR NOTWITHSTANDING ANYTHING TO THE INDEMNITY SET FORTH IN SECTION 8.1CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL BLACKBOARD THE MAXIMUM AGGREGATE LIABILITY OF COCOON ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY ZAKKA PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY ZAKKA FOR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR SERVICE DIRECTLY RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE ITEMS THAT ARE THE SUBJECT OF THE CLAIM, EXCEED . THE AMOUNT FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEITS ESSENTIAL PURPOSE.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED PERMITED BY LAW, IN NO EVENT NEITHER PARTY WILL EITHER PARTY UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THE INRIX PRODUCT, INRIX DATA OR THIS AGREEMENT, OR FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSANY MALFUNCTIONS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DATA DELAYS, LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)INTERRUPTION OF SERVICE HEREUNDER. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY AND TO THE INDEMNITY SET FORTH IN SECTION 8.1FULLEST EXTENT PERMITED BY LAW, IN UNDER NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS CLAIMS, ACTS AND/OR OMISSIONS ARISING FROM OUT OF OR RELATING RELATED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIMWHETHER ANY CLAIM OR ACTION IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER LICENSEE TO INRIX UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTDATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION WILL NOT APPLY TO ANY CLAIMS AIRSING OUT OF OR RELATED TO DEATH OR PERSONAL INJURY, ACT FRAUD, OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEA PARTY’S INTENTIONAL MISCONDUCT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWUNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, IN NO EVENT WILL EITHER PARTY DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO THE OTHER YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF OUR SERVICES, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR THE FOLLOWING TYPES OF LOSS INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR DAMAGE OTHERWISE, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AUTHORIZED OR UNAUTHORIZED USE OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE OFFERINGSLIMITATION OF LIABILITY FOR PERSONAL INJURY, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDINGDAMAGES, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)SO THIS LIMITATION MAY NOT APPLY TO YOU. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD 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) THE AMOUNTS YOU HAVE PAID US TO US IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS EQUIVALENT IN THE LOCAL CURRENCY OF THE NATURE OF APPLICABLE JURISDICTION. THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR FOREGOING LIMITATIONS WILL NOT APPLY TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEEXTENT PROHIBITED BY LAW.

Limitations of Liability. WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, 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 YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT PAX8’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL EITHER PARTY BE LIABLE LIMITED TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSAMOUNT PAID BY YOU TO ▇▇▇▇, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS▇▇ ▇▇▇▇ PARTNER IF PAID TO A PAX8 PARTNER, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH SERVICES THAT CAUSED SUCH DAMAGE IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYDATE THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEThe limitation of liability set forth above is a fundamental element of the basis of this Agreement between Pax8 and you. Pax8 would not be able to provide the Services on an economic basis without such limitations.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY ▇▇▇▇▇▇▇▇▇▇.▇▇ BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR THE OFFERINGSEQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, 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 OR NOT SUCH PARTY ▇▇▇▇▇▇▇▇▇▇.▇▇ WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL ▇▇▇▇▇▇▇▇▇▇.▇▇ 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, ▇▇▇▇▇▇▇▇▇▇.▇▇ ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (INCLUDINGI) ERRORS, WITHOUT LIMITATION, SPECIAL, PUNITIVEMISTAKES, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR RELATING TO THIS AGREEMENT, REGARDLESS USE OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.SERVICES;

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED CONTRARY ANYWHERE IN THIS AGREEMENT, MILLENNIUM'S EXCLUSIVE REMEDY AND THE COMPANY'S LIMIT OF LIABILITY FOR ANY AND ALL PRODUCT WARRANTY CLAIMS HEREUNDER, SHALL BE FOR THE REPLACEMENT OF THE PARTICULAR PRODUCT WITH RESPECT TO WHICH SUCH CLAIMS ARE ASSERTED UNDER SECTION 3(B). EXCEPT FOR OBLIGATIONS OF INDEMNITY FOR THIRD PARTY CLAIMS NOT LIMITED BY LAWTHE PRECEDING SENTENCE, IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM THE PRODUCT OR ANY OTHER ACTIVITIES OF THE PARTIES UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE OTHER FOR ANY OF CONTRARY ANYWHERE IN THIS AGREEMENT, THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF TOTAL LIABILITY THAT THE COMPANY WILL HAVE TO MILLENNIUM UNDER OR IN CONNECTION WITH OR RELATED IN ANY MANNER TO THIS AGREEMENT OR THE OFFERINGSAGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OTHER THAN PURSUANT TO A SALE TRANSACTION UNDER SECTION 6(e), (UNDER ANY THEORY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSLIABILITY, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (AND INCLUDING, WITHOUT LIMITATION, SPECIALON ACCOUNT OF DAMAGES FOR BREACH OF CONTRACT, PUNITIVETORT, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT OTHERWISE) SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS NEVER EXCEED AN AGGREGATE OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR $5 MILLION (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEFIVE MILLION) DOLLARS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, 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 YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT WILL EITHER PARTY SHALL HID BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS SPECIAL, INCIDENTAL, INDIRECT OR DAMAGE CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, REGARDLESS OF THE OFFERINGS, WHETHER OR NOT LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEThese limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NINE2FIVE WILL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS INDIRECT, SPECIAL, EXEMPLARY, OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSCONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT SUCH PARTY WAS AND REGARDLESS WHETHER NINE2FIVE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NINE2FIVE’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR DAMAGE: OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, SHALL BE LIMITED TO THE LESSER OF (AI) ANY LOSS OF BUSINESSACTUAL DAMAGES INCURRED, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (CII) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT PAYMENTS MADE BY YOU FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD GOODS OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF SERVICES DURING THE NATURE OF SIX (6) MONTHS PRECEDING THE CLAIM, EXCEED . THE AMOUNT EXISTENCE OF FEES PAID BY CUSTOMER UNDER MULTIPLE CLAIMS WILL NOT ENLARGE THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYLIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS ESSENTIAL PURPOSE OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEANY LIMITED REMEDY.

Limitations of Liability. (a) Subject to Section 7(d), EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT OR EXCEPT TO THE MAXIMUM EXTENT PERMITTED OTHERWISE PROHIBITED BY LAW, IN UNDER NO EVENT WILL EITHER PARTY CIRCUMSTANCES SHALL ETI BE LIABLE TO THE OTHER CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSINDIRECT, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSSPECIAL, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIALLOST PROFITS) RELATED TO THIS AGREEMENT OR RESULTING FROM CUSTOMER’S USE OR INABILITY TO USE THE SOFTWARE, PUNITIVEETI SOLUTIONS OR MSE, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY OR EXEMPLARY NEGLIGENCE, EVEN IF ETI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, . (b) IN NO EVENT WILL ETI BE LIABLE FOR ANY CLAIM AGAINST CUSTOMER BY ANY END USER OR THIRD PARTY. (c) Subject to Section 7(d), THE LIABILITY OF ETI UNDER THIS AGREEMENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, NOT EXCEED THE AMOUNT OF FEES PAID RECEIVED BY ETI FROM CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO SUCH CLAIM PURSUANT TO THE ORDER FORM OR SOW FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT ETI SOLUTION OR OMISSION MSE GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVECLAIM. (d) Nothing in the above subclauses or otherwise in this Agreement excludes or limits the liability of ETI for damages which arise under or relate to Section 5 (Confidentiality), Section 6 (Proprietary Rights and Ownership), Section 9 (Indemnification), death or personal injury, gross negligence or intentional misconduct or for any other liability which may not be excluded or limited by applicable law.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 11.1 IN NO EVENT WILL EITHER PARTY SHALL THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) BE LIABLE (JOINTLY OR SEVERALLY) TO THE OTHER CUSTOMER, ITS USERS, OR ANY THIRD PARTY, FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSINDIRECT, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATIONCONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST DATA, AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS WILL THE LIABILIY OF THE COMPANY ARISING FROM OR RELATING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT, REGARDLESS OF AGREEMENT OR THE NATURE OF THE CLAIM, SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT FOR HEREUNDER IN THE AFFECTED OFFERING DURING TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION EVENT GIVING RISE TO SUCH LIABILITYCLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS LIMITATION OF SECTION TO BE UNENFORCEABLE, THEN THE COMPANY’S LIABILITY IS INTENDED WILL BE LIMITED TO APPLY WITHOUT REGARD THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST THE COMPANY RELATING TO WHETHER OTHER PROVISIONS ANY BREACH OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEBY SUBSCRIBER.

Limitations of Liability. TO THE MAXIMUM FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15, IN NO EVENT WILL EITHER PARTY BE LIABLE SHALL: (a) DATADOG, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO THE OTHER CUSTOMER OR ANY AUTHORIZED USER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE LOSSES ARISING IN ANY WAY 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 FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR 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 CONNECTION WITH THIS AGREEMENT SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE OFFERINGS, WHETHER OR NOT SUCH NON-BREACHING PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 OR DAMAGE: (A) ANY LOSS CUSTOMER’S BREACH OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)SECTION 7.2. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT SECTION 15 ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVERELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THESE TERMS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWCUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ZEPHYR AND ITS OFFICERS, IN NO EVENT WILL EITHER PARTY AGENTS AND EMPLOYEES SHALL NOT BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF THE FOLLOWING TYPES OF LOSS PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES OR DAMAGE: (A) ANY LOSS RESULT IN WHOLE OR IN PART FROM THE NEGLIGENCE OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD ZEPHYR OR ITS LICENSORS’ CUMULATIVE LIABILITY OFFICERS, AGENTS OR EMPLOYEES) ARISING OR RELATING IN ANY WAY TO ANY SERVICES OR PRODUCTS THAT ZEPHYR MAY PROVIDE. EVEN IF ALL OTHER RELEASES AND WAIVERS CONTAINED IN THIS AGREEMENT ARE DEEMED INAPPLICABLE OR UNENFORCEABLE, CUSTOMER AGREES ITS SOLE REMEDY FOR ALL CLAIMS ANY CLAIM OR DAMAGE OF ANY KIND AGAINST ZEPHYR AND/OR ITS OFFICERS, AGENTS OR EMPLOYEES ARISING FROM OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS ANY SERVICE OR PRODUCT ZEPHYR MAY PROVIDE SHALL NOT EXCEED THE GREATER OF $1,000 OR THE AMOUNT THE CUSTOMER HAS PAID TO ZEPHYR WITHIN THE MONTH PRECEDING THE OCCURRENCE OF THE NATURE CLAIM OR CAUSE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT ACTION FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR SERVICE OR PRODUCT THAT ALLEGEDLY CAUSED DAMAGE TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVECUSTOMER.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY SHALL THINGTHING, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER SERVICE (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEMOBILE SERVICES), OR EXEMPLARY ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THINGTHING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). EXCEPT THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THINGTHING SHALL NOT BE LIABLE FOR USER CONTENT OR THE INDEMNITY SET FORTH IN SECTION 8.1DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE WILL THINGTHING’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO YOU UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR YOU TO USE THE AFFECTED OFFERING SERVICE DURING THE TWENTY FOUR PRIOR SIX (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE6) MONTHS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR LICENSORS FOR ANY OF THE FOLLOWING TYPES OF LOSS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT ATTACHMENT 1 OR THE OFFERINGS, WHETHER OR NOT SUCH AWS SERVICE OFFERINGS EVEN IF A PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. YOUR AND YOUR AFFILIATES’ AGGREGATE LIABILITY RELATED TO THIS ATTACHMENT 1 OR DAMAGE: THE AWS SERVICE OFFERINGS WILL NOT EXCEED THE LESSER OF (A) ANY LOSS OF BUSINESSTHE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THE ORDER FOR THE AWS SERVICE OFFERING THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS US $1,000,000. OUR AND OUR AFFILIATES’ OR CORRUPTION LICENSORS’ AGGREGATE LIABILITY RELATED TO THIS ATTACHMENT 1 OR THE AWS SERVICE OFFERINGS WILL NOT EXCEED THE LESSER OF DATA (X) THE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THE ORDER(S) FOR THE AWS SERVICE OFFERING THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM, OR (CY) ANY INCIDENTALTHE AMOUNT OF AWS’S LIABILITY TO US RELATED TO THE CLAIM THAT IS ATTRIBUTABLE TO YOU. THE LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY TO (1) PAYMENT OBLIGATIONS ARISING UNDER THE “INDEMNIFICATION OBLIGATIONS” SECTION OF THIS ATTACHMENT 1, INDIRECT (2) DAMAGES ARISING FROM GROSS NEGLIGENCE OR CONSEQUENTIAL LOSSES OR WILLFUL MISCONDUCT, (3) DAMAGES WHATSOEVER ARISING FROM A BREACH OF CONFIDENTIALITY OBLIGATIONS AND (INCLUDING4) DAMAGES ARISING FROM A BREACH BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING THE FOREGOING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY EXCEPTIONS TO OUR LIABILITY SET FORTH IN SECTION 8.1SUBSECTIONS (2), IN NO EVENT (3) AND (4) ABOVE SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ONLY APPLY TO THE EXTENT ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS AWS’S BREACH OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAWS-­MICROSTRATEGY CONTRACT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTHER THAN AS EXPRESSLY PROVIDED BELOW, NEITHER WE NOR ANY SERVICE PROVIDER WILL BE RESPONSIBLE TO YOU OR ANY OTHER PERSON IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONNECTION WITH ANY OF THE FOLLOWING TYPES OF LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE ARISING IN ANY WAY OUT OF DAMAGES RELATING TO OR IN CONNECTION WITH THIS AGREEMENT YOUR USE OF THE PLATFORM OR THE OFFERINGSSERVICES. TO THE EXTENT PERMITTED BY LAW, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGENEITHER WE NOR ANY SERVICE PROVIDER SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY LOSS LOSSES IN EXCESS OF BUSINESSFIVE TIMES THE MOST RECENT (AS AT THE DATE SUCH LIABILITY TO YOU ACCRUED) MONTHLY FEES THAT YOU PAID FOR THE SERVICES, CONTRACTSIF ANY, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION US$100, WHICHEVER AMOUNT IS GREATER. YOU AGREE THAT THIS LIMITATION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS IS PART OF THE NATURE BASIS OF THE CLAIM, EXCEED BARGAIN BETWEEN US AND WITHOUT IT THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYTERMS AND PRICES CHARGED WOULD BE DIFFERENT. THIS LIMITATION OF LIABILITY IS INTENDED SHALL: • APPLY REGARDLESS OF WHETHER: (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY; (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES; OR (III) THE LIMITED REMEDIES PROVIDED IN THIS PROVISION FAIL THEIR ESSENTIAL PURPOSE; • NOT APPLY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS ANY DAMAGE THAT WE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED FROM IN THIS AGREEMENT; AND • NOT APPLY IF YOU HAVE BEEN BREACHED ENTERED INTO A NON-STANDARD AGREEMENT TO PURCHASE SERVICES WITH A SEPARATE LIMITATION OF LIABILITY PROVISION THAT EXPRESSLY SUPERSEDES THIS PROVISION IN RELATION TO THOSE SERVICES. WE RECOGNIZE THAT IN SOME COUNTRIES, YOU MIGHT HAVE LEGAL RIGHTS AS A CONSUMER. TO THE EXTENT PERMITTED BY LAW, ANY LIABILITY OF OURS IN CONNECTION WITH THE SERVICES OR HAVE PROVEN INEFFECTIVEPLATFORM UNDER ANY STATUTORY RIGHT (INCLUDING ANY CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY IMPLIED BY LAW OR ANY RIGHT UNDER ANY STATUTE) THAT BY LAW CANNOT BE EXCLUDED IS, WHERE PERMITTED BY LAW, LIMITED AT OUR OPTION TO THE RESUPPLY OF THE RELEVANT SERVICES OR THE PAYMENT OF THE COST OF SAME. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: This Platform and Service are provided by Humanforce Talent (formerly LiveHire) Ltd (ABN 59 153 266 605). If you have a question or complaint regarding the Platform or our Services, please contact Customer Service at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You may also contact us by writing at Humanforce Talent (formerly LiveHire) Ltd of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ or Hearing Impaired at TDD (▇▇▇) ▇▇▇-▇▇▇▇ or TDD (▇▇▇) ▇▇▇-▇▇▇▇.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT NEITHER PARTY WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS LOST PROFITS, GOODWILL, OR DAMAGE ARISING IN REVENUES OR FOR ANY WAY OUT OF INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSANY CLAIM OF ANY NATURE, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSCONTRACT, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVETORT, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1UNDER ANY THEORY OF LIABILITY, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO UNDER THIS AGREEMENT, REGARDLESS EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE NATURE OF THE CLAIMEXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO BRANDFOLDER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING SERVICES GIVING RISE TO THE LIABILITY DURING THE TWENTY FOUR TWELVE (24)-MONTH PERIOD IMMEDIATELY 12) MONTHS PRIOR TO THE EVENTDATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), ACT INFRINGEMENT OR OMISSION GIVING RISE MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO SUCH LIABILITY. PAY FOR SERVICES OR TAXES UNDER THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAGREEMENT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED ALLOWED BY LAW, IN UNDER NO EVENT WILL EITHER PARTY CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE TO THE OTHER YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING TYPES OF LOSS SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSOTHER INDIRECT DAMAGES, WHETHER OR NOT SUCH PARTY WAS FORESEEABLE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, LOST BUSINESS, OR LOST DATA, ARISING FROM YOUR USE OF, OR ANY OTHER PARTY’S USE OF, OR YOUR OR ANY OTHER PARTY’S INABILITY TO USE, THE SITE, THE CONTENT OR 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 COMPANY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS YOUR USE OF THE NATURE SITE AND CONTENT IS ENTIRELY AT YOUR OWN RISK, AND COMPANY HAS NO LIABILITY IN CONNECTION WITH YOUR USE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT SITE OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVECONTENT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED YOU AND WE ARE EACH WAIVING IMPORTANT RIGHTS. UNLESS FORBIDDEN BY LAWLAW IN A PARTICULAR INSTANCE, WE EACH AGREE AS FOLLOWS: A. IN NO EVENT WILL EITHER SIRIUS XM, INFINITI OR THE UNDERLYING WIRELESS SERVICE CARRIER BE LIABLE, WHETHER OR NOT DUE TO ANY NEGLIGENCE BY SIRIUS XM, INFINITI OR THE UNDERLYING WIRELESS CARRIER, FOR ANY: (A) ACT OR OMISSION OF A THIRD PARTY INCLUDING, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; (B) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, FAILURES TO TRANSMIT, DELAYS, OR DEFECTS IN THE SERVICE PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER; (C) DAMAGE OR INJURY CAUSED BY SUSPENSION OR TERMINATION OF THE SERVICES BY THE UNDERLYING WIRELESS SERVICE CARRIER; (D) DAMAGE OR INJURY CAUSED BY A FAILURE OR DELAY IN CONNECTING A CALL TO ANY ENTITY, INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE; (E) DAMAGE OR INJURY CAUSED BY USE OF THE DEVICE OR SERVICES, INCLUDING USE IN A VEHICLE; (F) CLAIMS AGAINST YOU BY A THIRD PARTY; OR (F) DAMAGE OR INJURY YOU OR ANY THIRD PARTY MAY SUFFER BY USE OF, OR INABILITY TO USE THE DEVICE OR SERVICES PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER. B. NEITHER SIRIUS XM NOR INFINITI WILL BE LIABLE TO THE OTHER YOU FOR ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR USE OF THE FOLLOWING SYSTEM OR THE SERVICES, OR ARISING OUT OF OR RELATING TO THE INSTALLATION, REPAIR, OR MAINTENANCE OF THE SYSTEM. C. THE MAXIMUM AGGREGATE LIABILITY OF SIRIUS XM, INFINITI, THE WIRELESS CARRIER, AND ANY OTHER SERVICE PROVIDER TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, FRAUD, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, PERSONAL INJURY, OR PRODUCTS LIABILITY) FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF SERVICES PROVIDED HEREUNDER IS LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR INFINITI CONNECTED VEHICLE SERVICES DURING THE TWO MONTHS PRECEDING THE DATE YOUR CLAIM AROSE. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF SIRIUS XM, INFINITI, THE WIRELESS CARRIER, THE SERVICE PROVIDERS, AND ANY OTHER THIRD PARTY BENEFICIARIES, TO YOU AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. YOU UNDERSTAND AND AGREE THAT NONE OF SIRIUS XM, INFINITI, THE WIRELESS CARRIER, ANY SERVICE PROVIDER, NOR ANY OTHER THIRD PARTY BENEFICIARY WOULD HAVE AGREED TO PROVIDE THE SERVICES TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION. D. UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, YOUR MAXIMUM LIABILITY TO US UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO ANY CHARGES DUE AND OWING BY YOU TO US. E. NEITHER YOU NOR WE CAN RECOVER (1) PUNITIVE DAMAGES, (2) TREBLE, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, OR (3) ATTORNEY'S FEES. YOU CANNOT RECOVER THESE TYPES OF LOSS DAMAGES OR DAMAGE FEES FROM ANY THIRD PARTY BENEFICIARY, EITHER. YOU AND WE AGREE NOT TO MAKE, AND TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT. F. WE HAVE NO LIABILITY FOR SERVICE INTERRUPTIONS OF 30 DAYS OR LESS. TO RECEIVE SERVICE CREDIT FOR LONGER INTERRUPTIONS, YOU MUST NOTIFY US WITHIN 60 DAYS AFTER THE TIME WHEN THAT SERVICE INTERRUPTION STARTED. Except for any credits provided voluntarily by us for a dropped call, or credits for interrupted service as described above, NO ONE IS LIABLE TO YOU FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, WEATHER, OR ANY OTHER THINGS WE OR OUR SERVICE PROVIDERS DON'T CONTROL. G. YOU UNDERSTAND AND AGREE THAT THE SERVICES UTILIZE A CELLULAR PHONE NETWORK TO PROVIDE SERVICE, AS DESCRIBED IN SECTIONS 7 AND 9 ABOVE. NEITHER WE NOR THE WIRELESS CARRIER CAN GUARANTY THE PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. NEITHER THE WIRELESS CARRIER NOR WE WILL BE LIABLE FOR ANY LACK OF SECURITY RELATING THE USE OF THE DEVICE OR THE SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THE LACK OF PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. IN ADDITION TO ANYTHING ELSE IN THIS AGREEMENT, YOU AGREE TO EXCUSE ANY NON- PERFORMANCE BY US OR ANY SERVICE PROVIDER CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF A THIRD PARTY, OR BY ANY EQUIPMENT FAILURE, ACT OF GOD, NATURAL DISASTER, STRIKE, EQUIPMENT OR FACILITY SHORTAGE, OR OTHER CAUSES BEYOND THE CONTROL OF US OR OUR SERVICE PROVIDERS. H. If another wireless Service Provider is involved in any problem (for example, because of roaming), you also agree to any limitations of liability that it imposes on its customers. I. YOU AGREE THAT NONE OF SIRIUS XM, INFINITI OR ANY SERVICE PROVIDER WHO SENDS YOU DATA OR INFORMATION THROUGH THE SERVICES, IS LIABLE FOR ANY ERRORS, DEFECTS, PROBLEMS, OR MISTAKES IN THAT DATA OR INFORMATION. J. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SIRIUS XM, INFINITI, AND THE UNDERLYING WIRELESS SERVICE CARRIER, AND OUR AND THEIR AFFILIATES, RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL COSTS, EXPENSES, ACTS, ACTIONS OR CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY OUT OF WAY, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR OTHERWISE RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, OR THE CLAIMUSE, EXCEED FAILURE TO USE, OR INABILITY TO USE THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR SYSTEM OR THE AFFECTED OFFERING DURING SERVICES, EXCEPT WHERE THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTCLAIMS RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. K. You agree that the limitations of liability and indemnities in this Agreement will survive even after the Agreement has ended. These limitations of liability apply not only to you, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEbut to anyone using or occupying your Vehicle, to anyone making a claim on your behalf, and to any claims made by your family, employees, customers, or others arising out of or relating to the Services or the System.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWOTHER THAN FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR PROFITS, GOODWILL, USE, IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSAGREE- MENT, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIALANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, PUNITIVEOTHER THAN FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFI- CATION OBLIGATIONS HEREUNDER, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER EACH PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE AFFECTED OFFERING DURING SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO EXCLUSION OF CERTAIN WARRANTIES OR THE EVENT, ACT LIMITATION OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION EXCLUSION OF LIABILITY IS INTENDED FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT YOU, AND YOU MAY HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEADDITIONAL RIGHTS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WE WILL EITHER PARTY NOT BE LIABLE TO THE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER FOR SIMILAR DAMAGES IN CONNECTION WITH OUR LOGO OR ICON, CERTIFICATION, THIS AGREEMENT, OR OUR SERVICES, INCLUDING FROM TERMINATION OF ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSFOREGOING, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) AND INCLUDING ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGSDATA, OR GOODWILL OR REVENUE; (B) ANY LOSS INTERRUPTION OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)WORK STOPPAGE. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE EVENT, UNDER ANY CIRCUMSTANCES, WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO IN CONNECTION WITH OUR LOGO AND ICON, CERTIFICATION, THIS AGREEMENT, REGARDLESS AND OUR SERVICES, INCLUDING FROM TERMINATION OF ANY OF THE NATURE OF THE CLAIMFOREGOING, WHETHER FROM CONTRACT OR TORT OR OTHERWISE, EXCEED THE GREATER OF ANY AMOUNT OF FEES PAID BY CUSTOMER YOU TO US UNDER THIS AGREEMENT FOR IN THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH THREE-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING INCIDENT THAT GAVE RISE TO SUCH THE LIABILITY, OR ONE HUNDRED ($100) U.S. DOLLARS. THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THIS LIMITATION AGREEMENT, AND WE WOULD NOT ENTER INTO THIS AGREEMENT ON THESE TERMS, IF THESE LIMITATIONS OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEWERE NOT INCLUDED.

Limitations of Liability. TO THE MAXIMUM WIDEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER SHALL LEOTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ANY THIRD PARTY SERVICE PROVIDERS BE LIABLE TO THE USERS OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES WHATSOEVER, CAUSED BY ANY OF THE FOLLOWING TYPES OF LOSS FOLLOWING, INCLUDING BUT NOT LIMITED TO (I) ANY ERRORS, MISTAKES OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OMISSIONS BY THE USERS WHEN USING THE PLATFORM OR THE OFFERINGSSERVICES WHICH CAUSE OR RESULT IN THE LOSS OF ANY AND ALL OF THEIR VIRTUAL ASSETS AND/OR FIAT MONEY, WHETHER (II) ACCURACY, COMPLETENESS OR NOT SUCH CONTENT OF AND ON THE PLATFORM, (III) ACCURACY, COMPLETENESS OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO OUR PLATFORM, (IV) THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (V) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (VI) THIRD-PARTY WAS ADVISED IN ADVANCE CONDUCT OF ANY NATURE WHATSOEVER, (VII) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VIII) ANY INTERRUPTION OR CESSATION OF THE POSSIBILITY OF SUCH LOSS SERVICES, THE PLATFORM OR DAMAGE: ANY SITES LINKED (ATHROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (IX) ANY LOSS OF BUSINESSVIRUSES, CONTRACTSWORMS, PROFITSBUGS, ANTICIPATED SAVINGSTROJAN HORSES OR THE LIKE, GOODWILL WHICH MAY BE TRANSMITTED TO OR REVENUE; FROM THE PLATFORM OR ANY SITES LINKED (BTHROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.PLATFORM,

Limitations of Liability. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRUSTMARK, IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL EITHER PARTY COMPANY, ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO THE OTHER YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING TYPES OF LOSS INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR DAMAGE LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE TRUSTMARK, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND CLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE OFFERINGSINABILITY TO USE OR TO ACCESS, THE TRUSTMARK OR CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH PARTY WAS COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWUNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, IN NO EVENT WILL EITHER PARTY DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO THE OTHER YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF OUR Services , NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR Services OR THE FOLLOWING TYPES OF LOSS INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR DAMAGE OTHERWISE, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AUTHORIZED OR UNAUTHORIZED USE OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE OFFERINGSLIMITATION OF LIABILITY FOR PERSONAL INJURY, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDINGDAMAGES, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)SO THIS LIMITATION MAY NOT APPLY TO YOU. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD 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 $1,000 USD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS EQUIVALENT IN THE LOCAL CURRENCY OF THE NATURE OF APPLICABLE JURISDICTION. THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR FOREGOING LIMITATIONS WILL NOT APPLY TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEEXTENT PROHIBITED BY LAW.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT BETTER ME BAJA WILL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS EXEMPLARY DAMAGES (EVEN IF BETTER ME BAJA HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL THE USE OR REVENUEINABILITY TO USE THE SERVICES; (B) THE COST OF ANY LOSS GOODS AND/OR CORRUPTION SERVICES PURCHASED OR OBTAINED AS A RESULT OF DATA OR THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SERVICE PROVIDER CONTENT; (D) SERVICE PROVIDER CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY INCIDENTAL, INDIRECT USER OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER OTHER THIRD PARTY THROUGH THE SERVICES; (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR F) ANY OTHER MATTER RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR SERVICES; (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS G) ANY BREACH OF THIS AGREEMENT HAVE BEEN BREACHED BY BETTER ME BAJA OR HAVE PROVEN INEFFECTIVETHE FAILURE OF BETTER ME BAJA TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT BETTER ME BAJA IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, BETTER ME BAJA’S LIABILITY FOR DAMAGES WILL NOT EXCEED TWO THOUSAND PESOS ($2,000.00 MX).

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY UNDER APPLICABLE LAW, AND EXCEPT FOR CLAIMS OF WILLFUL MISCONDUCT OR FRAUD OR DAMAGES RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT (FOR EXAMPLE, LOST PROFITS OR LOST REVENUE), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF A PARTY HAS BEEN WARNED OF THE FOLLOWING TYPES POSSIBILITY OF ANY SUCH LOSS OR DAMAGE ARISING DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN ANY WAY OUT THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. TO THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR CLAIMS OF WILLFUL MISCONDUCT OR FRAUD OR WITH RESPECT TO GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER OR TO BE PAID UNDER THIS AGREEMENT FOR TO PROVIDER IN THE AFFECTED OFFERING DURING TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING EVENT WHICH GAVE RISE TO SUCH LIABILITYDAMAGES. THIS LIMITATION THE LIMITATIONS OF LIABILITY IS INTENDED IN THIS SECTION ALSO WILL APPLY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS ANY LIABILITY OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEDIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND VENDORS.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WE AND OUR AFFILIATES WILL EITHER PARTY NOT BE LIABLE TO THE OTHER YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE FOLLOWING TYPES POSSIBILITY OF LOSS SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGE DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY WAY OUT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) 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 YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, WHETHER ALTERATION OF, OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DELETION, DESTRUCTION, DAMAGE, LOSS OR DAMAGE: (A) FAILURE TO STORE ANY LOSS OF BUSINESSYOUR CONTENT OR OTHER DATA. IN ANY CASE, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORSOUR AND OUR AFFILIATES’ CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING UNDER THIS AGREEMENT WILL BE LIMITED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVESERVICE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL ACT BE LIABLE FOR LOSS OF, OR DAMAGE TO THE OTHER CORD BLOOD OR CORD TISSUE OR STEM CELLS (EXCEPT TO THE LIMITED EXTENT DIRECTLY DUE TO ACT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ANY KIND ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE OFFERINGSSERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR NOT SUCH PARTY WAS OTHERWISE, EVEN IF ACT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR TO THE INDEMNITY SET FORTH IN SECTION 8.1MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE ACT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF THE NATURE OF THE CLAIMLIABILITY, EXCEED THE AMOUNT OF FEES AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING CLIENTS TO ACT HEREUNDER DURING THE TWENTY FOUR TWELVE (24)-MONTH PERIOD IMMEDIATELY 12) MONTHS PRIOR TO THE EVENT, ACT OR OMISSION DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. BECAUSE SOME JURISDICTIONS LIMIT OR DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF WARRANTIES OR LIABILITY, SECTIONS 20 AND 21 MAY NOT PARTIALLY OR ENTIRELY APPLY TO CLIENT. TO THE EXTENT THAT ANY SUCH LIMITATION OR EXCLUSION OF LIABILITY OR WARRANTY IS INTENDED CIRCUMSCRIBED, IT SHALL BE LIMITED TO APPLY WITHOUT REGARD THE LEAST EXTENT POSSIBLE UNDER APPLICABLE LAW. THE CLIENT ACKNOWLEDGES THAT ACT’S WILLINGNESS TO WHETHER OTHER PROVISIONS PROVIDE THE SERVICES AT THE PRICES SET FORTH HEREIN ARE BASED IN SIGNIFICANT PART UPON THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS AGREEMENT. FURTHER, CLIENTS ACKNOWLEDGE THAT NO LIABILITY SHALL BE INCURRED BY ACT IN THE EVENT THAT PERFORMANCE OF PROMISES UNDER THIS AGREEMENT HAVE BEEN BREACHED IS PROHIBITED BY LAW, REGULATION, OR HAVE PROVEN INEFFECTIVECOURT ORDER.

Limitations of Liability. TO YOU ACKNOWLEDGE AND AGREE THAT THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE INDEMNITY AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF LFT FIBER (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE NATURE OF THE CLAIM“LFT FIBER PARTIES”), EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE EVENTIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACT ACCURACY, NON-INFRINGEMENT, NON- INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR OMISSION GIVING RISE ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY LFT FIBER OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR OBLIGATION WITH RESPECT TO SUCH LIABILITYADVICE PROVIDED. THIS LIMITATION 12.3 LFT FIBER DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED BY LFT FIBER WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. LFT FIBER SHALL NOT BE LIABLE FOR LOSS OF THIS AGREEMENT HAVE BEEN BREACHED YOUR DATA, OR HAVE PROVEN INEFFECTIVEIF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE.

Limitations of Liability. SCANTRON’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE FEES PAID TO SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE MAXIMUM EXTENT PERMITTED BY LAWCAUSE OF ACTION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. IN NO EVENT WILL EITHER PARTY SCANTRON BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY OF THE FOLLOWING TYPES OF LOSS PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR DAMAGE CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF SCANTRON’S PERFORMANCE OR IN CONNECTION WITH THIS AGREEMENT NONPERFORMANCE OR THE OFFERINGSUSE OF, WHETHER INABILITY TO USE OR NOT SUCH PARTY WAS ADVISED IN ADVANCE RESULTS OF THE POSSIBILITY USE OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESSPRODUCTS, CONTRACTSSERVICES, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEDELIVERABLES, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEITEMS.

Limitations of Liability. TO (a) UNDER NO CIRCUMSTANCES (I) WILL HORIZON OR ANY OF ITS PARENTS, AFFILIATES OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE MAXIMUM EXTENT PERMITTED BY LAWPARTIES, IN NO EVENT WILL EITHER PARTY OR ITS PARENTS, AFFILIATES OR VENDORS) BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGE OR LOSS SUFFERED OR INCURRED BY CUSTOMER, REGARDLESS OF THE FOLLOWING TYPES FORM OF ACTION, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, COSTS OF DELAY, LOST OR DAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE ARISING OF ANY NATURE WHATSOEVER, ALL WHETHER IN ANY WAY OUT CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS IT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUEDAMAGES; (B) ANY LOSS OR CORRUPTION OF DATA OR (CII) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE WILL HORIZON'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE COMPENSATION HORIZON RECEIVED FOR PROVIDING THE AFFECTED OFFERING TRANSACTION SERVICES TO CUSTOMER DURING THE TWENTY FOUR SIX (24)-MONTH PERIOD IMMEDIATELY PRIOR TO 6) MONTHS PRECEDING THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYDATE ON WHICH THE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF NOTHING IN THIS AGREEMENT HAVE BEEN BREACHED SHALL BE DEEMED TO EXCLUDE OR HAVE PROVEN INEFFECTIVELIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WE AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEǪUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF THE FOLLOWING TYPES PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF LOSS DATA, USE, GOODWILL, OR DAMAGE ARISING IN ANY WAY OUT OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR IN CONNECTION WITH THIS AGREEMENT INABILITY TO ACCESS OR USE THE OFFERINGSSERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, WHETHER USE, OR NOT SUCH PARTY WAS ALTERATION OF YOUR CONTENT, EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION ACTIVITY GIVING RISE TO SUCH LIABILITYTHE CLAIM. THIS LIMITATION OF LIABILITY IS INTENDED PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND WECEPT AGREE TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVERESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

Limitations of Liability. YOU ALSO EXPRESSLY ABSOLVE AND RELEASE WEFIGHT FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND WEFIGHT’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY SHALL WEFIGHT BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR DAMAGE CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE OFFERINGSUSE OF THE APPLICATION, WITH THE DELAY OR INABILITY TO USE THE APPLICATION, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR APPLICATION, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY (INCLUDING, DATA STORAGE), AND MATERIALS AVAILABLE THROUGH THE APPLICATION, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR NOT SUCH PARTY WAS OTHERWISE, AND EVEN IF WEFIGHT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) DAMAGES. IN ADDITION, TOTAL LIABILITY OF WEFIGHT FOR ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING RELATED TO THIS AGREEMENT, REGARDLESS USE OF THE NATURE APPLICATION SHALL NOT EXCEED $100 (US) OR THE AMOUNT PAID BY YOU TO WEFIGHT (FOR USE OF THE APPLICATION) DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY WHICHEVER IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEGREATER.

Limitations of Liability. AFFIRM DOES NOT ASSUME ANY RESPONSIBILITY FOR AND WILL NOT BE LIABLE, FOR ANY DAMAGE TO OR ANY VIRUS THAT MAY INFECT YOUR COMPUTER, EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE PORTAL, OR YOUR DOWNLOADING OF OR ACCESSING ANY MATERIALS FROM THE PORTAL. IN NO EVENT WILL AFFIRM, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE PORTAL, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE PORTAL, ANY WEBSITES LINKED TO THE PORTAL, OR THE MATERIALS, INFORMATION, PRODUCTS CONTAINED ON OR PROVIDED IN CONNECTION WITH THE PORTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THIS LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. EACH PARTY ENTERS INTO THESE TERMS IN NO EVENT WILL EITHER PARTY BE LIABLE TO RELIANCE UPON THE OTHER FOR ANY LIMITATIONS OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY LIABILITY SET FORTH IN SECTION 8.1THIS SECTION, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IN THE EVENT OF ANY DISSATISFACTION OR PROBLEM WITH THE PORTAL OR ANY CONTENT AVAILABLE VIA THE PORTAL, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE PORTAL OR SUCH CONTENT. IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE AFFIRM'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, OTHERWISE EXCEED THE AMOUNT GREATER OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR FIVE DOLLARS U.S. DOLLARS (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEU.S. $25.00).

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY THE COMPANY OR ITS LICENSORS BE LIABLE TO THE OTHER YOU OR ANY OF YOUR AUTHORIZED USERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AGREEMENT, THE SOFTWARE, OR THE OFFERINGSASP SERVICES, WHETHER OR NOT SUCH PARTY THE COMPANY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR DATA; OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ THE COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER YOU UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING PARTICULAR SOFTWARE, AND/OR ASP SERVICE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT ACT, OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES THE COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE NEITHER PARTY’S TOTAL LIABILTY TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION ANY WAY CONNECTED TO SUCH PARTY’S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, MALFUNCTION OF SUCH PARTY’S EQUIPMENT, FAILURE OR NEGLIGENCE OF SUCH PARTY’S EMPLOYEES AND AGENTS, OR DEFECTIVE PROGRAMS SHALL EXCEED THE TOTAL CHARGES PAID OR PAYABLE BY CLIENT FOR SERVICES PERFORMED BY VENDOR DURING THE TERM OF THIS AGREEMENT. THE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND FOR VENDOR’S LIABILITY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDED HEREUNDER AND ANY OTHER PERFORMANCE BY VENDOR UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED AS SET FORTH HEREIN. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR THE OFFERINGSIMPLIED, WHETHER INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VENDOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTIAL, INDRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, SUCH PARTY WAS AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE, DATA, INCREASED BUSINESS EXPENSES, OR OTHER ECONOMIC LOSS, EVEN THOUGH VENDOR MAY HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEIN CONNECTION WITH, OR EXEMPLARY DAMAGES). EXCEPT ARISING OUT OF THE EXISTENCE OF, THE FURNISHING, FUNCTIONING OR CLIENT’S USE OF ANY ITEM OF EQUIPMENT OR SERVICES PROVIDED FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT OR FOR THE AFFECTED OFFERING DURING SPECIFIC PERFORMANCE; PROVIDED, HOWEVER, IN THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR EVENT OF VENDOR’S BREACH, CLIENT SHALL HAVE THE RIGHT TO “COVER” AS PROVIDED UNDER THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEUNIFORM COMMERCIAL CODE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY THE COMPANY OR ITS LICENSORS BE LIABLE TO THE OTHER YOU OR ANY OF YOUR AUTHORIZED USERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AGREEMENT, THE SOFTWARE, OR THE OFFERINGSASP SERVICES, WHETHER OR NOT SUCH PARTY THE COMPANY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA DATA; OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ THE COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER YOU UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING PARTICULAR SOFTWARE, AND/OR ASP SERVICE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT ACT, OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES THE COMPANY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT TO THE EXTENT PERMITTED PROHIBITED BY LAW: (A) VERIFONE SHALL HAVE NO LIABILITY TO MERCHANT OR ANY THIRD PARTY FOR SPECIAL, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF THE FOLLOWING TYPES USE, LOSS OF BUSINESS, LOSS OF PROFITS, REVENUE, GOODWILL OR SAVINGS, DOWNTIME, OR DAMAGE ARISING TO, LOSS OF OR REPLACEMENT OF DATA OR TRANSACTIONS, CHARGE- BACKS, EQUIPMENT PURCHASED OR ACQUIRED BY MERCHANT OR ITS SUBCONTRACTORS OR AGENTS IN ORDER TO EFFECTUATE THIS AGREEMENT COST OF PROCUREMENT OF SUBSTITUTE SERVICES) RELATING IN ANY WAY OUT OF MANNER TO THIS AGREEMENT, THE POINT SOLUTION OR ANY OTHER SERVICES PROVIDED HEREUNDER (WHETHER ARISING FROM CLAIMS BASED IN CONNECTION WITH THIS AGREEMENT WARRANTY, CONTRACT, TORT OR THE OFFERINGSOTHERWISE), WHETHER OR NOT SUCH PARTY WAS EVEN IF VERIFONE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS CLAIM OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) IN ANY LOSS OR CORRUPTION OF DATA OR (C) CASE, VERIFONE’S ENTIRE LIABILITY RELATING IN ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING MANNER TO THIS AGREEMENT, THE POINT SOLUTION OR ANY OTHER SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, EXCEED SHALL BE LIMITED IN THE AMOUNT OF AGGREGATE TO THE FEES ACTUALLY PAID BY MERCHANT FOR THE POINT SOLUTION UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM ARISING (WHICH SHALL NOT INCLUDE ANY FEES PAID BY CUSTOMER MERCHANT WITH RESPECT TO ANY THIRD-PARTY SERVICES); AND (C) VERIFONE SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THIS AGREEMENT OR THE POINT SOLUTION OR ANY OTHER SERVICES PROVIDED UNDER THIS AGREEMENT FOR AGREEMENT. THE AFFECTED OFFERING DURING THE TWENTY FOUR LIMITATIONS ON VERIFONE’S LIABILITY SET FORTH IN CLAUSES “(24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS B)” AND “(C)” OF THIS AGREEMENT HAVE BEEN BREACHED SECTION 6 SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE OR HAVE PROVEN INEFFECTIVEDAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE’S NEGLIGENCE OR INTENTIONAL MISCONDUCT. THE LIMITATIONS CONTAINED IN SECTION 5 ABOVE AND THIS SECTION 6 ARE A FUNDAMENTAL PART OF THE BASIS OF VERIFONE’S BARGAIN HEREUNDER, AND VERIFONE WOULD NOT PROVIDE THE POINT SOLUTION TO MERCHANT ABSENT SUCH LIMITATIONS.

Limitations of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY 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, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, THE VEHICLE UNLOCK CODES, THE ISS CONTENT, AND THIRD-PARTY CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SAME, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SAME FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS AND THE AMOUNT YOU ACTUALLY 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 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL EITHER PARTY THE COMPANY ENTITIES BE LIABLE TO THE OTHER (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE FOLLOWING TYPES SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LOSS LIABILITY, WHETHER UNDER THESE TERMS OR DAMAGE OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THESE TERMS OR THE OFFERINGSDELIVERY, WHETHER USE OR NOT SUCH PARTY WAS ADVISED IN ADVANCE PERFORMANCE OF THE POSSIBILITY SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF SUCH LOSS NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR DAMAGE: (A) ANY LOSS LIMITATION OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL LOSSES DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT FINALLY AWARDED SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, NOT EXCEED THE AMOUNT OF FEES ONE HUNDRED U.S. DOLLARS ($100.00), OR THE AMOUNT YOU PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING COMPANY ENTITIES, IF ANY, IN THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.PAST SIX

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL EITHER PARTY THE CREATOR ENTITIES BE LIABLE TO THE OTHER (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE FOLLOWING TYPES PROJECT NFT OR THE LICENSED MEDIA AND LORE), HOWEVER CAUSED AND UNDER ANY THEORY OF LOSS LIABILITY, WHETHER UNDER THESE TERMS OR DAMAGE OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND LICENSED MEDIA AND LORE OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE CREATOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THESE TERMS OR THE OFFERINGSDELIVERY, 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 (INCLUDING STRICT LIABILITY OR NOT SUCH PARTY WAS ADVISED IN ADVANCE NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (AI) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA $1,000 OR (CII) ANY INCIDENTAL, INDIRECT THE AMOUNT YOU PAID FOR YOUR PROJECT NFT. SOME JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL LOSSES DAMAGES, SO THE ABOVE EXCLUSION OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING LIMITATION MAY NOT APPLY TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEYOU.

Limitations of Liability. (a) IF ANY PARTY IS HELD OR FOUND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE ANY OTHER PARTY FOR ANY MATTER RELATING TO OR ARISING FROM ANY BREACH OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSLICENSE AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, THE AMOUNT RECOVERABLE FROM THE BREACHING PARTY WILL NOT EXCEED $200,000 FOR EACH INCIDENT OR SERIES OF RELATED INCIDENTS GIVING RISE TO SUCH PARTY WAS ADVISED IN ADVANCE LIABILITY, PROVIDED THAT THIS SECTION 16.4(a) SHALL NOT APPLY TO ANY CLAIM FOR PAYMENT OF THE POSSIBILITY ROYALTIES UNDER SECTION 8 OR ANY CLAIM ARISING FROM A BREACH OF SUCH LOSS A REPRESENTATION OR DAMAGE: (A) ANY LOSS OF BUSINESSWARRANTY BY CL, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE▇▇▇▇, OR EXEMPLARY DAMAGES). EXCEPT LINK RELATING TO CL’S TITLE TO, OR ABILITY TO LICENSE TO FRANKLINCOVEY, THE LICENSED MATERIALS. (b) IF ANY OF CL, C▇▇▇▇ OR LINK IS HELD OR FOUND TO BE LIABLE TO ANY OTHER PARTY FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD ANY MATTER RELATING TO OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM ANY BREACH OF A REPRESENTATION OR WARRANTY BY ANY OF CL, C▇▇▇▇ OR LINK RELATING TO THIS AGREEMENTCL’S TITLE TO, REGARDLESS OF OR ABILITY TO LICENSE TO FRANKLINCOVEY, THE NATURE OF LICENSED MATERIALS, THE CLAIM, AMOUNT RECOVERABLE FROM THE BREACHING PARTY WILL NOT EXCEED THE CAP AMOUNT FOR EACH INCIDENT OR SERIES OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION RELATED INCIDENTS GIVING RISE TO SUCH LIABILITY. AS USED IN THIS LIMITATION PARAGRAPH 16.4(b), “THE CAP AMOUNT” SHALL MEAN THE AGGREGATE OF LIABILITY IS INTENDED THE AMOUNTS (1) PAID BY THE BUYER TO APPLY WITHOUT REGARD THE SELLER UNDER SECTION 2.3(a) OF THE PURCHASE AGREEMENT, (2) THE EARNOUT PAID TO WHETHER OTHER PROVISIONS THE SELLER UNDER SECTION 2.8 OF THIS AGREEMENT HAVE BEEN BREACHED THE PURCHASE AGREEMENT, AND (3) THE DIRECT COSTS AND DAMAGES INCURRED BY FRANKLINCOVEY IN CONNECTION WITH SUCH BREACH OF REPRESENTATION OR HAVE PROVEN INEFFECTIVEWARRANTY BY CL, C▇▇▇▇ OR LINK RELATING TO CL’S TITLE TO, OR ABILITY TO LICENSE THE LICENSED MATERIALS TO F▇▇▇▇▇▇▇ ▇▇▇▇▇.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAWLAW AND EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF THE FOLLOWING TYPES USE, LOSS OF LOSS OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGSSERVICES FURNISHED HEREUNDER, WHETHER OR NOT EVEN IF SUCH PARTY WAS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY CLAIM TO THE EXTENT ARISING FROM OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL IN CONNECTION WITH EITHER PARTY’S GROSS NEGLIGENCE OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVEWILLFUL MISCONDUCT, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8.19 ABOVE, OR PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE THE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENTOF EITHER PARTY HEREUNDER EXCEED (I) EXCEPT AS PROVIDED IN (II) BELOW, REGARDLESS THE TOTAL OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT TO CYBERARK FOR THE AFFECTED OFFERING DURING THEN CURRENT SUBSCRIPTION TERM UNDER THE TWENTY FOUR ORDER TO WHICH THE INITIAL CLAIM RELATES (24)-MONTH PERIOD IMMEDIATELY PRIOR THE “AGGREGATE FEES”), OR (II) SOLELY FOR DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 7, THREE (3) TIMES THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITYAGGREGATE FEES. THIS LIMITATION THE LIMITATIONS OF LIABILITY IS INTENDED TO IN THIS PARAGRAPH APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR HAVE PROVEN INEFFECTIVEOTHERWISE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY THE PROGRAM PARTIES SHALL NOT BE LIABLE TO THE OTHER FOR ANY OF DAMAGES, INCLUDING DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING FROM THIS AGREEMENT, THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT PROGRAM, THE PROGRAM BENEFITS OR THE OFFERINGSUSE OF, WHETHER OR NOT SUCH PARTY WAS INABILITY TO USE, THE PROGRAM WEBSITE OR THE PROGRAM BENEFITS, OR FROM ANY COUPONS, INFORMATION, CONTENT, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE PROGRAM OR THE PROGRAM WEBSITE, EVEN IF THEY HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE THE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE PROGRAM PARTIES FOR ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE CLAIMPROGRAM, THE PROGRAM BENEFITS, THE PROGRAM WEBSITE OR THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT YOU, IF ANY, FOR ENROLLING IN THE AFFECTED OFFERING DURING PROGRAM. SOME JURISIDICTIONS DO NOT ALLOW THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT LIMITATION OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION EXCLUSION OF LIABILITY IS INTENDED FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEYOU.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WASABI AND ITS AFFILIATES AND LICENSORS WILL EITHER PARTY NOT BE LIABLE TO THE OTHER 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 WE HAVE BEEN ADVISED OF THE FOLLOWING TYPES POSSIBILITY OF LOSS SUCH DAMAGES, (WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE). FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR DAMAGE LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE WASABI SERVICE, INCLUDING AS A RESULT OF ANY WAY OUT (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE WASABI SERVICE, (II) OUR DISCONTINUATION OF ANY OR ALL OF WASABI SERVICE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE WASABI SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE WASABI SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE OFFERINGSWASABI SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, WHETHER ALTERATION OF, OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DELETION, DESTRUCTION, DAMAGE, LOSS OR DAMAGE: (A) FAILURE TO STORE ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL YOUR CONTENT OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES)OTHER DATA. EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR WASABI AND ITS AFFILIATES’ AND LICENSORS’ CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE FORM OF THE CLAIMACTION, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT OF FEES PAID BY CUSTOMER YOU ACTUALLY PAY WASABI UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING WASABI SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWENTY FOUR 12 MONTHS BEFORE THE LIABILITY AROSE. IF WASABI SERVICE (24)-MONTH PERIOD IMMEDIATELY PRIOR 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 EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVEAGREEMENT.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE STATE LAW, IN NO EVENT WILL EITHER PARTY BLACKBOARD OR ITS LICENSORS BE LIABLE TO THE OTHER CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (ADAMAGE:(A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). TO THE MAXIMUM EXTENT ALLOWED BY TENNESSEE STATE LAW, EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ LICENSORS‟ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF TWO (2) TIMES THE CURRENT ANNUAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR TWELVE (24)-MONTH 12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.