Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Limitations of Liability. IN NO EVENT EXCEPT FOR DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE THE OTHER PARTY OR TO ANY THIRD PARTY PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, FOR ANY GENERALINDIRECT, INCIDENTAL, SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH RELATING TO THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSUNLESS OTHERWISE STATED HEREIN, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSESPROGRAM SITES ARE USED BY, AND CAUSES CAPITAL ONE PROVIDED MATERIALS ARE PROVIDED TO, THE ORGANIZATION “AS IS” WITHOUT WARRANTY OF ACTION (WHETHER IN CONTRACTANY KIND, TORT (EITHER EXPRESS OR IMPLIED, INCLUDING NEGLIGENCE)BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE) SHALL NOT EXCEED NON-INFRINGEMENT. CAPITAL ONE MAKES NO WARRANTY THAT THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYPROGRAM SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitations of Liability. IN NO EVENT (i) NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEURONETICS SHALL LICENSOR OR ITS LICENSORS, NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSLOST REVENUE OR LOST PROFITS, LOSS OF PROFITSDATA, LITIGATION EXPENSE, DAMAGE TO REPUTATION, LOSS OF BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ANY OTHER FINANCIAL LOSS ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENT, INCLUDING IN CONNECTION WITH THE LICENSED SOFTWARESALE, LICENSE, INSTALLATION, PERFORMANCE, FAILURE, USE OR INTERRUPTED USE OF THE PRODUCTS, AND INCLUDING THE NEUROSTAR ADVANCED THERAPY SYSTEM AND ANY COMPONENT THEREOF, OR FROM NEURONETICS’ NEGLIGENCE OR OTHER FAULT IN CONNECTION THEREWITH. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEURONETICS’ LIABILITY FOR ANY SERVICES RENDERED BY LICENSORLOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED ITS PERFORMANCE OR BREACH HEREOF, OR IN CONNECTION WITH THE PRODUCTS, REGARDLESS OF THE POSSIBILITY FORUM AND REGARDLESS OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF WHETHER ANY ACTION (WHETHER IN OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE)TORT, INDEMNIFICATION OR OTHERWISE) , SHALL NOT EXCEED THE TOTAL FEES OF ALL SUMS PAID BY LICENSEE HEREUNDER DURING CUSTOMER TO NEURONETICS FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING PRODUCT OR SERVICE THAT IS THE EVENT GIVING RISE TO LIABILITYSUBJECT OF THE CLAIM.

Limitations of Liability. THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR CONNECTED IN ANY WAY WITH RELATED TO THIS AGREEMENT, THE LICENSED SOFTWARE, WHETHER ARISING OUT OF OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED RELATED TO BREACH OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ) OR OTHERWISE) SHALL NOT , EXCEED THE TOTAL FEES OF THE AMOUNTS PAID BY LICENSEE HEREUNDER DURING TO THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING COMPANY FOR THE EVENT GIVING RISE SERVICES SOLD HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO LIABILITYOMISSIONS OR OTHER ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS OR ON SOCIAL MEDIA.

Limitations of Liability. NOTWITHSTANDING ANYTHING IN NO EVENT THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE UNDER THIS AGREEMENT OR ANY THIRD PARTY ANCILLARY AGREEMENT TO THE OTHER FOR ANY GENERALINCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR EXEMPLARY SIMILAR DAMAGES FOR LOSS IN EXCESS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED COMPENSATORY DAMAGES OF THE POSSIBILITY OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGESINVESTIGATION OR DEFENSE THEREOF, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM)

Limitations of Liability. NOTWITHSTANDING ANYTHING IN NO EVENT THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE UNDER THIS AGREEMENT OR ANY THIRD PARTY ANCILLARY AGREEMENT TO THE OTHER FOR ANY GENERALINCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR EXEMPLARY SIMILAR DAMAGES FOR LOSS IN EXCESS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED COMPENSATORY DAMAGES OF THE POSSIBILITY OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGESINVESTIGATION OR DEFENSE THEREOF, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM). [Signature Page Follows]

Limitations of Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW: (A) IN NO EVENT SHALL LICENSOR WILL LOOKOUT OR ITS LICENSORS, ANY OTHER LOOKOUT ENTITY BE LIABLE FOR ANY LOSS OF USE, PROFITS OR BUSINESS; DAMAGE INVOLVING ANY DEVICE, EQUIPMENT, SYSTEM, CONTENT OR DATA (INCLUDING FOR LOSS, THEFT OR UNAUTHORIZED ACCESS TO LICENSEE SUCH ITEMS); COSTS OF SUBSTITUTE PRODUCTS OR SERVICES; REPUTATIONAL HARM; OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESSANY KIND, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORHOWEVER CAUSED, EVEN IF LICENSOR HAS BEEN ADVISED THE LOOKOUT ENTITY KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSORDAMAGES AND (B) WITHOUT LIMITING THE FOREGOING, LOOKOUT’S INDEMNIFICATION OBLIGATIONSAND THE OTHER LOOKOUT ENTITIES’ TOTAL, COLLECTIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGESLOOKOUT SERVICES, LOSSESIF ANY, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED IN AGGREGATE THE TOTAL GREATER OF FIFTY U.S. DOLLARS ($50 US) OR THE FEES ACTUALLY PAID BY LICENSEE HEREUNDER DURING YOU FOR THE APPLICABLE LOOKOUT SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYCLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

Limitations of Liability. NOTWITHSTANDING ANYTHING IN NO EVENT THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE UNDER THIS AGREEMENT OR ANY THIRD PARTY ANCILLARY AGREEMENT TO THE OTHER FOR ANY GENERALINCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR EXEMPLARY SIMILAR DAMAGES FOR LOSS IN EXCESS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED COMPENSATORY DAMAGES OF THE POSSIBILITY OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGESINVESTIGATION OR DEFENSE THEREOF, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYAN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM).

Limitations of Liability. 12.1 IN NO EVENT SHALL LICENSOR SONY OR ITS LICENSORS, SUPPLIERS BE LIABLE TO LICENSEE FOR PROSPECTIVE PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENTAGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED WHETHER UNDER THEORY OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE) . IN NO EVENT SHALL NOT SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED THE TOTAL FEES PLATFORM CHARGE PAID BY LICENSEE HEREUNDER DURING PUBLISHER TO SCEE UNDER CLAUSE 7 WITHIN THE TWELVE 2 (12TWO) MONTHS IMMEDIATELY PRECEDING YEARS PRIOR TO THE DATE OF THE FIRST OCCURENCE OF THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.

Limitations of Liability. IN NO EVENT (a) NEITHER PARTY SHALL LICENSOR OR ITS LICENSORS, BE LIABLE HAVE ANY LIABILITY TO LICENSEE THE OTHER PARTY HERETO OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL INCIDENTAL, EXEMPLARY, MORAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR INCLUDING LOSS OF BUSINESSDATA, LOSS OF USE, CLAIMS OF THIRD PARTIES OR LOST PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, REVENUES OR OPPORTUNITIES OR LOST OR DAMAGED DATA) DELAYED GENERATION OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES OR ANY LOSSES CALCULATED BASED ON A MULTIPLE OF REVENUES, EARNINGS OR OTHER ECONOMIC OR FINANCIAL MEASURE BY THE OTHER PARTY OR ANY THIRD PARTY), ARISING IN ANY MANNER OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENT, THE LICENSED SOFTWAREITS PERFORMANCE OR BREACH HEREOF, OR INCIDENT TO ANY RECIPIENT’S OR THIRD PARTY’S USE OF (OR ANY INABILITY TO USE) THE SERVICES RENDERED BY LICENSOROR ANY OTHER INFORMATION OR MATERIALS PROVIDED TO THE RECIPIENTS HEREUNDER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE) SHALL , AND WHETHER OR NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYPOSSIBILITY OF SUCH LOSSES.

Limitations of Liability. CAI AND ITS AFFILIATES SHALL IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ITS AFFILIATES FOR (I) ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEEXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES FOR (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF BUSINESSUSE, LOSS OF PROFITS, LOSS OF BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATAOTHER ECONOMIC LOSS) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORMASTER DATA LICENSE (INCLUDING ALL ADDITIONAL TERMS AND ORDER FORMS HEREUNDER ADDENDA), EVEN IF LICENSOR CAI OR ITS AFFILIATE, AS THE CASE MAY BE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, DAMAGES AND REGARDLESS OF THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACTINCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCEOR OTHERWISE), OR, (II) IN THE AGGREGATE, ANY DAMAGES OR OTHERWISE) SHALL NOT EXCEED OTHER AMOUNTS OF ANY KIND IN EXCESS OF THE TOTAL LICENSE FEES PAID BY LICENSEE HEREUNDER TO CAI UNDER THIS MASTER DATA LICENSE, IF ANY, DURING THE TWELVE THREE (123) MONTHS MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYDATE ON WHICH THE CLAIM AT ISSUE FIRST AROSE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO LICENSEE CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY THIRD PARTY KIND) FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR EXEMPLARY DAMAGES FOR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH GOODWILL OR LOSS OF SECURITYREVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR LOST THAT MAY ARISE FROM OR DAMAGED DATA) ARISING OUT OF IN CONNECTION WITH OUR PRODUCTS OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORSERVICES, EVEN IF LICENSOR HAS BEEN ADVISED WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSIN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR OTHERWISE) SHALL SERVICE PURCHASED. HOWEVER, THESE PROVISIONS DO NOT EXCEED THE TOTAL FEES PAID LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYOUR NEGLIGENCE OR FRAUD, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

Limitations of Liability. PROVIDER SHALL NOT HAVE ANY LIABILITY OR OBLIGATION TO YOU OR ANY THIRD PARTY (WHETHER CAUSED DIRECTLY OR INDIRECTLY) RELATING TO PROVIDER, INCLUDING, BUT NOT LIMITED TO, (I) THE MATERIALS AND OTHER INFORMATION MADE AVAILABLE VIA PROVIDER OR (II) THE INTERRUPTION, DELAY OR FAILURE IN THE TRANSMISSION, DELIVERY OR DISTRIBUTION OF THE SERVICES OR MATERIALS. PROVIDER'S SOLE LIABILITY TO YOU FOR ANY CLAIMS, NOTWITHSTANDING THE FORM OF SUCH CLAIMS (I.E. CONTRACT, NEGLIGENCE OR OTHERWISE), ARISING OUT OF YOUR USE OF PROVIDER, SHALL BE TO USE PROVIDER'S REASONABLE EFFORTS TO RESUME THE SERVICES AS PROMPTLY AS REASONABLY PRACTICABLE. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSPROVIDER HAVE ANY LIABILITY FOR LOST PROFITS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINDIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORPUNITIVE DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHE SAME. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF LICENSOR RELATING TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION THIS AGREEMENT EXCEED FIFTY DOLLARS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE$50), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, EITHER PARTY HERETO BE LIABLE TO LICENSEE THE OTHER PARTY OR ANY THIRD PARTY OF ITS AFFILIATES FOR ANY GENERALLOST PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (PUNITIVE DAMAGES, HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE BASIS OF THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST CMC, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONIN CONTRACT, BREACH OF SECURITYWARRANTY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENTTORT, THE LICENSED SOFTWARENEGLIGENCE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL STATUTORY LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) , IN NO EVENT SHALL NOT CMC BE LIABLE FOR ANY LOSS, CLAIM, LIABILITY OR DAMAGE, INCLUDING ATTORNEYS' FEES AND COSTS, WHICH EXCEED IN THE TOTAL AGGREGATE THE LICENSE FEES PAID BY LICENSEE HEREUNDER DURING CUSTOMER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING SPECIFIC LICENSED PROGRAM WHICH GAVE RISE TO SUCH LIABILITY, IT BEING ACKNOWLEDGED BY CUSTOMER THAT THE PRICING UNDER THIS AGREEMENT REFLECTS SUCH LIMITATION AND THE ALLOCATION OF ECONOMIC RISK AMONG THE PARTIES.

Limitations of Liability. IN NO EVENT SHALL WILL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THIRD PARTY FOR ANY GENERALLEGAL OR EQUITABLE THEORY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCLUDING BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR OTHERWISEPUNITIVE DAMAGES; (b) SHALL NOT EXCEED 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 LICENSOR WAS ADVISED OF THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYPOSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR 9.2.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 7 OR ITS LICENSORSANY OF THE LICENSES GRANTED --------- UNDER THIS AGREEMENT BY EITHER PRIMARY PARTY OR LIABILITY ARISING UNDER EITHER PRIMARY PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 10.2 OR 10.3, NEITHER -------------- ---- PRIMARY PARTY WILL BE LIABLE WITH RESPECT TO LICENSEE ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR ANY THIRD PARTY WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY GENERALLOST DATA OR OTHER SPECIAL, SPECIALPUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSGOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORAND ALL OTHER COMMERCIAL DAMAGES OR LOSSES (OTHER THAN DIRECT DAMAGES), EVEN IF LICENSOR THE OTHER PRIMARY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYCOST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSEXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY), AND 9 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE TO LICENSEE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED KIND REGARDLESS OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY) SHALL NOT OR 9 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAYMENTS PAID BY LICENSEE HEREUNDER MANU ONLINE TO PARTNER DURING THE PRECEDING TWELVE (12) MONTHS IMMEDIATELY PRECEDING MONTHS. THE EVENT GIVING RISE TO LIABILITYPARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Limitations of Liability. 18.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN SECTION 18.2: (a) IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES OR ITS LICENSORSTHEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESSBUSINESS INTERRUPTION, LOSS OF PROFITS, BUSINESS INTERRUPTIONGOODWILL, BREACH OF SECURITYUSE, DATA OR LOST OR DAMAGED DATA) OTHER INTANGIBLE LOSSES ARISING OUT OF OR CONNECTED IN ANY WAY WITH RELATING TO THIS AGREEMENT; AND (b) IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO DATADOG BY A CUSTOMER ENTITY UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE LICENSED SOFTWARESAME SERVICE, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY SERVICES RENDERED BY LICENSOROTHER BASIS, EVEN IF LICENSOR THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYDAMAGE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY YOU FOR ANY GENERALINDIRECT, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONREVENUES, BREACH OF SECURITYCUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR), EVEN IF LICENSOR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSFURTHER, THE TOTAL LIABILITY NEITHER WE NOR ANY OF LICENSOR TO LICENSEE OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ALL DAMAGESANY COMPENSATION, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)REIMBURSEMENT, OR OTHERWISEDAMAGES ARISING IN CONNECTION WITH: (A) SHALL NOT EXCEED YOUR INABILITY TO USE THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE TWELVE SERVICE OFFERINGS, (12II) MONTHS IMMEDIATELY PRECEDING OUR DISCONTINUATION OF ANY OR ALL OF THE EVENT GIVING RISE TO LIABILITY.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;

Limitations of Liability. a) ANY PROVISION IN THIS AGREEMENT, ANY OTHER AGREEMENT OR THE RULES TO THE CONTRARY NOTWITHSTANDING, EMPOWER SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND APPROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EMPOWER’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) YOUR ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY YOU TO EMPOWER FOR SERVICE. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE EMPOWER OR ANY THIRD PARTY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY GENERALINDIRECT, SPECIAL, INDIRECTCONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR CONSEQUENTIAL DAMAGES INJURIES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSLOST PROFITS, LOSS OF PROFITSUSE, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITY, DATA OR LOST OR DAMAGED DATACOST OF COVER) ARISING OUT OF OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENTRELATED TO, THE LICENSED SOFTWAREUSE BY YOU OF THE SERVICE, OR BY ANY SERVICES RENDERED BY LICENSORSERVICE, OR THE FAILURE OF EMPOWER OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER; EVEN IF LICENSOR HAS EMPOWER OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), LOSSES OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYINJURIES.

Limitations of Liability. IN NO EVENT SHALL LICENSOR NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW: (I) EXCEPT FOR CLAIMS ARISING FROM (A) BREACH OF CONFIDENTIALITY, (B) AMOUNTS PAID TO THIRD PARTIES UNDER AN INDEMNIFICATION OBLIGATION, (C) FRAUD OR WILLFUL MISCONDUCT, OR (D) BREACH OF LICENSES GRANTED HEREIN, NEITHER PARTY, INCLUDING ITS AFFILIATES AND LICENSORS, SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY HEREUNDER FOR ANY GENERALINDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEDAMAGES, OR EXEMPLARY DAMAGES FOR ANY LOSS OF BUSINESSPROFITS OR REVENUE, LOSS OF PROFITSUSE, BUSINESS INTERRUPTION, BREACH OF SECURITYGOODWILL, OR LOST COSTS OF SUBSTITUTE GOODS OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENTSERVICES, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED REGARDLESS OF THE POSSIBILITY THEORY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE); AND (II) EXCLUDING THE OBLIGATION TO PAY FEES AND ROYALTIES, BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.BREACH OF LICENSES GRANTED HEREIN, EACH PARTY’S LIABILITY ARISING UNDER THIS AGREEMENT:

Limitations of Liability. IN NO EVENT SHALL LICENSOR PROCHAIN AND ITS AFFILIATES OR ITS LICENSORS, LICENSORS WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY YOU FOR ANY GENERALDIRECT, INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONGOODWILL, BREACH OF SECURITYUSE, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR), EVEN IF LICENSOR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSFURTHER, THE TOTAL LIABILITY NEITHER PROCHAIN NOR ANY OF LICENSOR TO LICENSEE ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ALL DAMAGESANY COMPENSATION, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)REIMBURSEMENT, OR OTHERWISEDAMAGES ARISING IN CONNECTION WITH: (A) SHALL NOT EXCEED YOUR INABILITY TO USE THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE TWELVE SERVICE OFFERINGS, (12II) MONTHS IMMEDIATELY PRECEDING PROCHAIN’S DISCONTINUATION OF ANY OR ALL OF THE EVENT GIVING RISE TO LIABILITY.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;

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSFINASTRA'S ENTIRE LIABILITY, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE) SHALL NOT OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY HARDWARE, SOFTWARE, SERVICES, OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE TOTAL FEES PAID TO FINASTRA BY LICENSEE HEREUNDER DURING CUSTOMER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT PARTICULAR PIECE OF HARDWARE, SOFTWARE, SERVICE OR OTHER ITEM GIVING RISE TO LIABILITYTHE CLAIM. IN NO EVENT WILL FINASTRA BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY DIRECT, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF FINASTRA'S PERFORMANCE OR NONPERFORMANCE OR THE USE OF, INABILITY TO USE, OR RESULTS OF USE OF ANY HARDWARE, SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED UNDER THIS AGREEMENT.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO LICENSEE CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY THIRD PARTY KIND) FOR ANY GENERALINDIRECT, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDINGINCLUDING BUT NOT LIMITED TO COSTS OF COVER, WITHOUT LIMITATIONLOST PROFITS, INDIRECTLOST DATA, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH GOODWILL OR LOSS OF SECURITYREVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR LOST THAT MAY ARISE FROM OR DAMAGED DATA) ARISING OUT OF IN CONNECTION WITH OUR PRODUCTS OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORSERVICES, EVEN IF LICENSOR HAS BEEN ADVISED WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSIN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)AGREEMENT, OR OTHERWISE) SHALL ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT PURCHASED. HOWEVER, THESE PROVISIONS DO NOT EXCEED THE TOTAL FEES PAID LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYLAW.

Limitations of Liability. IN UNDER NO EVENT SHALL LICENSOR OR ITS LICENSORS, CIRCUMSTANCE WILL SEPIO BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALDAMAGES, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, INCLUDING WITHOUT LIMITATIONLIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, TORT OR EXEMPLARY CONSEQUENTIAL DAMAGES (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW) OR LOSS OF BUSINESSSAVINGS, REVENUES OR PROFITS, UNDER ANY LEGAL THEORY, SUSTAINED OR INCURRED BY THE END USER IN CONNECTION WITH ANY PRODUCT COVERED HEREBY, WHETHER INVOLVING THE LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, DATA OR LOST OTHERWISE. THIS LIMITATION CANNOT BE WAIVED OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN AMENDED BY ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, PERSON AND WILL BE EFFECTIVE EVEN IF LICENSOR END USER OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF OF, OR MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSTO THE EXTENT THAT ANY OF THESE LIMITATIONS ON LIABILITIES ARE NOT PERMITTED, OR ARE EXCLUDED UNDER LAW, THE TOTAL MAXIMUM LIABILITY OF LICENSOR SEPIO SHALL BE LIMITED TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES ANNUAL LICENSE FEE PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYCUSTOMER.

Limitations of Liability. EXCEPT TO THE EXTENT THE FOLLOWING LIABILITY LIMITATION IS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR WILL SCHOOLOGY, ITS DEVELOPERS, OR ITS LICENSORS, SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO LICENSEE DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY PUNITIVE DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH AS A RESULT OF THIS AGREEMENT, THE LICENSED SOFTWARE, USE OF OR ANY SERVICES RENDERED BY LICENSORINABILITY TO USE THE SCHOOLOGY SYSTEM OR THE PROVISION OF ENTERPRISE SERVICES, EVEN IF LICENSOR SCHOOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSIN NO EVENT WILL SCHOOLOGY’S, THE TOTAL ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES CLAIMS ARISING OUT OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT AS A RESULT OF THIS AGREEMENT EXCEED THE TOTAL FEES AMOUNT ACTUALLY PAID BY LICENSEE HEREUNDER DURING SUBSCRIBER FOR THE RIGHT TO USE THE SCHOOLOGY SYSTEM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT INCIDENT GIVING RISE TO LIABILITY.. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSEXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY), AND 9 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE TO LICENSEE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED KIND REGARDLESS OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY) SHALL NOT OR 9 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAYMENTS PAID BY LICENSEE HEREUNDER XXXX ONLINE TO PARTNER DURING THE PRECEDING TWELVE (12) MONTHS IMMEDIATELY PRECEDING MONTHS. THE EVENT GIVING RISE TO LIABILITYPARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Limitations of Liability. 9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ECI OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN NO EVENT SHALL LICENSOR CONNECTION WITH THIS AGREEMENT OR ITS LICENSORSSUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCLUDING BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR OTHERWISEPROFIT OR DIMINUTION IN VALUE; (b) SHALL NOT EXCEED IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE EVENT GIVING RISE TO LIABILITYFAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Limitations of Liability. (a) ANY PROVISION IN THIS AGREEMENT, ANY OTHER AGREEMENT OR THE RULES TO THE CONTRARY NOTWITHSTANDING, DCCU SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND DCCU’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) MEMBER’S ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY MEMBER TO DCCU FOR SERVICE. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE DCCU OR ANY THIRD PARTY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY GENERALINDIRECT, SPECIAL, INDIRECTCONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR CONSEQUENTIAL DAMAGES INJURIES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSLOST PROFITS, LOSS OF PROFITSUSE, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITY, DATA OR LOST OR DAMAGED DATACOST OF COVER) ARISING OUT OF OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENTRELATED TO, THE LICENSED SOFTWARE, USE BY MEMBER OF SERVICE OR ANY SERVICES RENDERED BY LICENSOR, SERVICE OR THE FAILURE OF DCCU OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER EVEN IF LICENSOR HAS DCCU OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), LOSSES OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYINJURIES.

Limitations of Liability. IN NO EVENT A. No Consequential Damages and Limitation of Damages. NEITHER PARTY SHALL LICENSOR OR ITS LICENSORSBE ENTITLED TO, AND NEITHER PARTY SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESSANY KIND OR NATURE, LOSS OF PROFITSINCLUDING COVER, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITYPROFIT, REVENUE, DATA, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWAREGOODWILL, OR ANY SERVICES RENDERED BY LICENSORCLIENT TECHNOLOGY DAMAGE, FAILURE, OR MALFUNCTION, EVEN IF LICENSOR HAS THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY REGARDLESS OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSESHOW SUCH DAMAGES WERE CAUSED, AND CAUSES REGARDLESS OF ACTION WHETHER THE REMEDY SET FORTH HEREIN (WHETHER A) FAILS OF ITS ESSENTIAL PURPOSE, OR (B) SOUNDS IN CONTRACT, TORT (INCLUDING NEGLIGENCE)TORT, STATUTORY LAW OR OTHERWISE) . IN NO EVENT SHALL NOT EITHER PARTIES AGGREGATE RECOVERY FOR ANY AND ALL CLAIMS EXCEED THE TOTAL GREATER OF (i) FEES ACTUALLY PAID BY LICENSEE HEREUNDER DURING CLIENT FOR THE TWELVE (12PRODUCT(S) MONTHS IMMEDIATELY PRECEDING THE EVENT OR SERVICE(S) GIVING RISE TO LIABILITYTHE CLAIM(S); OR (ii) THE TOTAL SUM OF FIFTY THOUSAND DOLLARS ($50,000). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, (i) NEITHER PARTY WILL BE LIABLE TO LICENSEE OR ANY THIRD THE OTHER PARTY FOR ANY GENERALSPECIAL, SPECIALINCIDENTAL, INDIRECT, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL DAMAGES (OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF LOST PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITYLOST DATA, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORBUSINESS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS(ii) IN ADDITION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY TOTAL LIABILITY AMOUNTS IN EXCESS OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE HEREUNDER DURING MANAGER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING BEFORE THE EVENT EVENTS GIVING RISE TO LIABILITYTHE CLAIM. (iii) THIS SECTION WILL NOT LIMIT A PARTY’S LIABILITY FOR INDEMNITY OBLIGATIONS UNDER SECTION 9 OR BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, EXCEPT THAT NUTILITI’S LIABILITY REMAINS LIMITED AS SET FORTH IN SUBSECTIONS (i) AND (ii) FOR CLAIMS OR LIABILITIES RELATING TO THE DATA THAT NUTILITI RECEIVES AND PROCESSES THROUGH THE PLATFORM FROM MANAGER AND TENANTS.

Limitations of Liability. CUSTOMER’S EXCLUSIVE REMEDY AND KOVERSE’S, ITS SUPPLIERS’ AND KOVERSE’S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVECONNECTION WITH, OR EXEMPLARY DAMAGES INCIDENTAL TO THIS AGREEMENT, WHETHER FOR LOSS BREACH OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONCONTRACT, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWAREWARRANTY, OR ANY SERVICES RENDERED OTHER CLAIM WILL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY LICENSORCUSTOMER, EVEN IF LICENSOR HAS BEEN ADVISED UP TO THE TOTAL AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE POSSIBILITY EXISTENCE OF SUCH MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION CUSTOMER HEREBY RELEASES KOVERSE, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. THE TOTAL LIABILITY PROVISIONS OF LICENSOR THIS SECTION DO NOT WAIVE OR LIMIT KOVERSE’S ABILITY TO LICENSEE OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR ALL DAMAGES, LOSSES, AND CAUSES BREACH OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYTHIS AGREEMENT.

Limitations of Liability. IN 00.0.0.XX NO EVENT SHALL LICENSOR OR ITS WILL WE, OUR LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS (IF ANY) BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINDIRECT, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSLOST PROFITS, LOSS OF PROFITSUSE, BUSINESS INTERRUPTIONLOSS OF DATA OR LOSS OF GOODWILL), BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN CONNECTION WITH THESE TERMS OF USE, OR THE PERFORMANCE OR OPERATION OF OUR SERVICES, YOUR ACCESS TO, DISPLAY OF, USE OF THE SERVICES, OR WITH DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SERVICES, ANY WAY WITH THIS AGREEMENTCOMPUTER VIRUSES, THE LICENSED INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, OR THE ACT OR OMISSION OF ANY BUSINESS USING OUR SERVICES RENDERED BY LICENSOROR OTHER THIRD PARTY, EVEN IF LICENSOR HAS WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE, OUR LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL LICENSOR USAC OR ITS LICENSORS, SUPPLIERS OR LICENSORS BE LIABLE TO LICENSEE FOR LOSS OR ANY THIRD PARTY DAMAGE OF LOST PROFITS OR REVENUES OR SIMILAR ECONOMIC LOSS, OR FOR ANY GENERALCONSEQUENTIAL, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL COST OF SUBSTITUTE GOODS OR CONSEQUENTIAL DAMAGES (INCLUDINGSERVICES, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL PUNITIVE DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR THE DATABASE OR THE API, EVEN IF USAC HAS BEEN ADVISED OF SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, USAC’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION AND BREACH OF WARRANTY) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY$100.

Limitations of Liability. IN NO EVENT SHALL LICENSOR PAX8 AND ITS AFFILIATES OR ITS LICENSORS, LICENSORS WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY YOU FOR ANY GENERALDIRECT, INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONGOODWILL, BREACH OF SECURITYUSE, OR LOST OR DAMAGED DATA) ARISING OUT FROM YOUR USE OF ANY OF THE SERVICES OR CONNECTED FOR ANY OTHER CLAIM RELATED IN ANY WAY WITH THIS AGREEMENT, TO YOUR USE OF THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSORSERVICES, EVEN IF LICENSOR PAX8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSFURTHER, THE TOTAL LIABILITY NEITHER PAX8 NOR ANY OF LICENSOR TO LICENSEE ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ALL DAMAGESANY COMPENSATION, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)REIMBURSEMENT, OR OTHERWISEDAMAGES ARISING IN CONNECTION WITH: (a) SHALL NOT EXCEED YOUR INABILITY TO USE THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE TWELVE SERVICES, (12ii) MONTHS IMMEDIATELY PRECEDING PAX8’S DISCONTINUATION OF ANY OR ALL OF THE EVENT GIVING RISE TO LIABILITY.SERVICES, OR 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;

Limitations of Liability. IN NO EVENT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD THE OTHER PARTY FOR ANY GENERALLOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECTOR PUNITIVE DAMAGES OF ANY KIND OR NATURE FOR ANY REASON WHATSOEVER, INCIDENTAL WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVESTRICT LIABILITY), OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOROTHERWISE, EVEN IF LICENSOR THE OTHER PARTY HAS BEEN ADVISED WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSEXCEPT FOR CLAIMS UNDER ARTICLES III, THE TOTAL IV, V AND VI, IN NO EVENT SHALL EITHER PARTY'S LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER DAMAGES ARISING FROM OR IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES AMOUNT PAID BY LICENSEE 1401629 UNDER THIS AGREEMENT. THIS SECTION STATES EACH PARTY'S ENTIRE LIABILITY HEREUNDER DURING NOTHWITHSTANDING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYFAILURE OF ESSENTIAL PURPOSE OF ANY PROVISION OF THIS AGREEMENT.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINDIRECT, EXEMPLARY, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVECONSEQUENTIAL, OR EXEMPLARY OTHER SIMILAR DAMAGES FOR IN CONNECTION WITH SRCL (INCLUDING ANY VALIDATION, CERTIFICATION, OR SEAL) OR THIS AGREEMENT, INCLUDING ANY LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITYDATA, OR LOST GOODWILL OR DAMAGED DATAINTERRUPTION OR WORK STOPPAGE. IN NO EVENT, UNDER ANY CIRCUMSTANCES, WILL OUR AGGREGATE LIABILITY IN CONNECTION WITH SRCL (INCLUDING ANY VALIDATION, CERTIFICATION, OR SEAL) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, WHETHER FROM CONTRACT OR TORT OR OTHERWISE, EXCEED THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED AMOUNT OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, GREATER OF: (I) ANY FEES THAT YOU HAVE PAID TO US IN THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS -MONTH PERIOD IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED ($100) US DOLLARS. THESE LIMITATIONS OF LIABILITY ARE CRITICAL TO US, AND FORM AN ESSENTIAL BASIS OF THIS AGREEMENT AND OUR RELATIONSHIP WITH YOU, AND WE WOULD NOT ENTER INTO THIS AGREEMENT ON THESE TERMS IF THE LIMITATIONS OF LIABILITY WERE NOT INCLUDED.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS(a) TO THE FULLEST EXTENT PERMITTED BY LAW, NEEDWORKING WILL NOT BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THESE TERMS OF USE, THE SERVICES, UNDER ANY THIRD PARTY LEGAL OR EQUITABLE THEORY, FOR ANY GENERALANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEENHANCED, OR EXEMPLARY DAMAGES FOR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OF OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF BUSINESSGOODWILL OR REPUTATION; (d) USE, LOSS OF PROFITSINABILITY TO USE, BUSINESS LOSS, CORRUPTION, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT PRODUCTS OR SERVICES, OR LOST OR DAMAGED DATA) ARISING OUT IN EACH CASE REGARDLESS OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN WHETHER NEEDWORKING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), LOSSES OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYDAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WILL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY GENERALLOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ANY KIND ARISING OUT OF THE USE OR CONNECTED INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN ANY WAY WITH THIS AGREEMENTTHE AGGREGATE, IN EXCESS OF THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, FEES PAID IN THE PREVIOUS 12 MONTHS EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE TOTAL LIABILITY OCCURRENCE OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYSUCH CLAIM.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR WILL ADILES OR ITS LICENSORSAFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL INDI-RECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATIONLIM-ITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITYBUSINESS INFORMATION, OR LOST ANY OTHER PECUNIARY LOSS OR DAMAGED DATADAMAGE) ARISING OUT OF THE USE OF OR CONNECTED INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY SERVICES RENDERED BY LICENSOROTHER LEGAL THEORY, EVEN IF LICENSOR HAS ADILES, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSIN ANY CASE, ADILES’, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES AMOUNT ACTUALLY PAID BY LICENSEE HEREUNDER DURING YOU FOR THE TWELVE SOFTWARE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYIF ANY).

Limitations of Liability. 12.1 IN NO EVENT SHALL LICENSOR SONY OR ITS LICENSORS, SUPPLIERS BE LIABLE TO LICENSEE FOR PROSPECTIVE PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENTAGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED WHETHER UNDER THEORY OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE) . IN NO EVENT SHALL NOT SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED [**]. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYFUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSTO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NETSUITE WILL NOT BE LIABLE TO LICENSEE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED KIND REGARDLESS OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE) SHALL NOT , EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL NETSUITE’S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAYMENTS PAID BY LICENSEE HEREUNDER NETSUITE TO YOU DURING THE PRECEDING TWELVE (12) MONTHS IMMEDIATELY PRECEDING MONTHS. THE EVENT GIVING RISE TO LIABILITYPARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WILL IVANTI BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THIRD PARTY FOR ANY GENERALLEGAL OR EQUITABLE THEORY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCLUDING BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR OTHERWISEPUNITIVE DAMAGES; (B) SHALL NOT 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 IVANTI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL IVANTI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY$1,000 USD.

Limitations of Liability. IN UNDER NO EVENT CIRCUMSTANCES SHALL LICENSOR OR ITS LICENSORSMILCOM BE ------------------------ ENTITLED TO RECOVER FROM UWD ANY INCIDENTAL, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIALCONSEQUENTIAL, INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITSPROFITS OR LOSS OF USE), BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISEANY OTHER CAUSE OF ACTION RELATING TO THE COMPATIBLE AMPLIFIERS, LICENSED PATENTS, LICENSED KNOW-HOW, LICENSED TRADEMARKS, DOCUMENTATION, OR ANY SERVICES, MATERIALS OR RIGHTS PROVIDED HEREUNDER, OR OTHERWISE RELATING TO THIS LICENSE AGREEMENT, EVEN IF UWD HAS BEEN INFORMED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO ANY CLAIM OF INFRINGEMENT COVERED BY SECTION 8.1, IN NO EVENT SHALL THE LIABILITY OF UWD (WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) SHALL NOT OR ANY OTHER CAUSE OF ACTION) EXCEED THE TOTAL FEES PAID AGGREGATE AMOUNT OF ROYALTIES ACTUALLY RECEIVED BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE UWD PURSUANT TO LIABILITYSECTION 3.1.

Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WILL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY GENERALLOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ANY KIND ARISING OUT OF THE USE OR CONNECTED INABILITY TO USE THE API; OR (b) ANY DAMAGES OR INDEMNIFICATION OBLIGATIONS, IN ANY WAY WITH THIS AGREEMENTTHE AGGREGATE, IN EXCESS OF THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, FEES PAID IN THE PREVIOUS 12 MONTHS EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE TOTAL LIABILITY OCCURRENCE OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYSUCH CLAIM.

Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WILL PODIUM ENTITIES BE LIABLE TO LICENSEE YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY GENERALLOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ANY KIND ARISING OUT OF THE USE OR CONNECTED INABILITY TO USE THE PODIUM API; OR (b) ANY DAMAGES, IN ANY WAY WITH THIS AGREEMENTTHE AGGREGATE, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF LICENSOR HAS WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PODIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE TOTAL LIABILITY OCCURRENCE OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYSUCH CLAIM.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WILL BANK BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINCIDENTAL, SPECIAL, INDIRECTEXEMPLARY, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGES DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA, PROGRAMS, PROFITS (INCLUDINGANTICIPATED, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEACTUAL OR OTHERWISE), OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSBENEFITS RESULTING FROM USE OF, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITYRELIANCE UPON, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, INABILITY TO USE THE LICENSED SOFTWARE, REGARDLESS OF WHETHER OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR NOT BANK HAS BEEN ADVISED INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY DAMAGES AND REGARDLESS OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) SHALL NOT ANY OTHER THEORY OR FORM OF ACTION. IN NO EVENT WILL BANK’S CUMULATIVE LIABILITY TO COMPANY IN RELATION TO THIS SUBLICENSE EXCEED A SUM EQUAL TO THE TOTAL FEES SUBLICENSE FEE ACTUALLY PAID BY LICENSEE HEREUNDER DURING TO BANK. COMPANY ACKNOWLEDGES THAT NEITHER XXXXXXXX AND XXXXX NOR BANK MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYWARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR WILL SYSDIG (OR ANY OF ITS LICENSORSAGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALINDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEDAMAGES, OR EXEMPLARY DAMAGES FOR LOSS ERROR OR INTERRUPTION OF BUSINESSUSE, LOSS OR INACCURACY OR CORRUPTION OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITYDATA, OR LOST COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR DAMAGED DATA) TECHNOLOGY, ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE LICENSED SOFTWAREDELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY SERVICES RENDERED BY LICENSOROTHERWISE, EVEN IF LICENSOR SYSDIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGESSYSDIG, LOSSES, AND CAUSES OF ACTION (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE)TORT, OR OTHERWISE) SHALL , WILL NOT EXCEED AGGREGATE, THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE LESSER OF (12i) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.ONE THOUSAND DOLLARS, OR

Limitations of Liability. EXCEPT FOR DAMAGES ARISING FROM BREACHES OF SECTION 1 OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, (1) IN THE AGREGATE, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, (2) WITH RESPECT TO ANY SINGLE INCIDENT GIVING RISE TO LIABILITY, EXCEED THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE EITHER PARTY HAVE ANY LIABILITY TO LICENSEE OR ANY THIRD THE OTHER PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL LOST PROFITS OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, REVENUES OR FOR ANY INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, CONSEQUENTAL, COVER OR EXEMPLARY PUNITIVE DAMAGES FOR LOSS HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF BUSINESSLIABILITY, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, AND WHETHER OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, NOT THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) FOREGOING DESCLAIMER SHALL NOT EXCEED APPLY TO THE TOTAL FEES PAID EXTENT PROHIBITED BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYAPPLICABLE LAW.

Limitations of Liability. IN NO EVENT TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL LICENSOR OR ITS LICENSORS, NOT BE LIABLE TO LICENSEE OR UNDER ANY THIRD PARTY CIRCUMSTANCE FOR ANY GENERAL, SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LICENSED SOFTWAREPROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY SERVICES RENDERED DAMAGES OR SUMS PAID BY LICENSORESP TO THIRD PARTIES, EVEN IF LICENSOR INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSTHE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. Since some states do not allow the exclusion or limitation of consequential damages, this limitation may not apply to ESP. INTUIT’S TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSESALLEGED DAMAGES, AND CAUSES OF ACTION LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID LESSER OF AMOUNTS RECEIVED BY LICENSEE HEREUNDER DURING THE TWELVE INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND (12$5,000) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYDOLLARS.

Limitations of Liability. 12.1 IN NO EVENT SHALL LICENSOR SONY OR ITS LICENSORS, SUPPLIERS BE LIABLE TO LICENSEE FOR PROSPECTIVE PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENTAGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED WHETHER UNDER THEORY OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE) . IN NO EVENT SHALL NOT SONY’S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED **** EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYFUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.

Limitations of Liability. IN UNDER NO EVENT CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL LICENSOR SST, OR ITS LICENSORSDIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY YOU FOR ANY GENERAL, SPECIALINCIDENTAL, INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITYBUSINESS INFORMATION, OR LOST OR DAMAGED DATAAND THE LIKE) ARISING OUT OF THE USE, MISUSE OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, INABILITY TO USE THE LICENSED SOFTWARE, SOFTWARE OR ANY SERVICES RENDERED BY LICENSORRELATED DOCUMENTATION, EVEN IF LICENSOR SST OR SST’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSORSOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SST’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ) OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES AMOUNT PAID BY LICENSEE HEREUNDER DURING YOU FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYSOFTWARE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORSEXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY), AND 10 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE TO LICENSEE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEINCIDENTAL, OR EXEMPLARY CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED KIND REGARDLESS OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY) SHALL NOT OR 10 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAYMENTS PAID BY LICENSEE HEREUNDER NETSUITE TO PARTNER DURING THE PRECEDING TWELVE (12) MONTHS IMMEDIATELY PRECEDING MONTHS. THE EVENT GIVING RISE TO LIABILITYPARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WILL EITHER PARTY BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THIRD PARTY FOR ANY GENERALLEGAL OR EQUITABLE THEORY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCLUDING BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR OTHERWISEPUNITIVE DAMAGES; (b) SHALL NOT EXCEED 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 A PARTY WAS ADVISED OF THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYPOSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, NEITHER PARTY WILL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALLOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITSCOVER, BUSINESS INTERRUPTION, BREACH AGGRAVATED OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF SECURITYANY NATURE, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)TORT, OR OTHERWISE) SHALL UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER YOU TO PITSTOP (OR RESELLER) UNDER THE APPLICABLE ORDER GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING PRIOR TO THE EVENT GIVING RISE DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSIONS AND LIABILITY LIMITS IN THIS SECTION 7 SHALL NOT APPLY TO LIABILITYDAMAGES OR LIABILITY RESULTING FROM CLAIMS OR OBLIGATIONS ARISING UNDER 11 (Indemnification), OR INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liability. (a) ANY PROVISION IN THIS DISCLOSURE AND AGREEMENT, ANY OTHER AGREEMENT OR THE RULES TO THE CONTRARY NOTW ITHSTANDING, BCU SHALL ONLY BE LIABLE FOR DAMAGES CAUSED BY ITS GROSS NEGLIGENCE OR W ILLFUL MISCONDUCT,AND BCU’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) MY ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY ME TO BCU FOR SERVICES. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE BCU OR ANY THIRD PARTY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVECONSEQUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSINCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, W ITHOUT LIMITATION, LOST PROFITS, LOSS OF PROFITSUSE, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITY, DATA OR LOST OR DAMAGED DATACOST OF COVER) ARISING OUT OF OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENTRELATED TO, THE LICENSED SOFTWARE, USE BY MEMBER OF SERVICE OR ANY SERVICES RENDERED BY LICENSOR, SERVICE OR THE FAILURE OF BCU OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER EVEN IF LICENSOR HAS BCU OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), LOSSES OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYINJURIES.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, WILL VAI BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THIRD PARTY FOR ANY GENERALLEGAL OR EQUITABLE THEORY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCLUDING BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN 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, SERVICES, 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 VAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VAI'S AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE) SHALL NOT , EXCEED IN THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING AGGREGATE THE TWELVE SUM OF ONE HUNDRED US DOLLARS (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY$100.00).

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR WASABI AND ITS LICENSORS, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO LICENSEE CUSTOMER OR ANY THIRD PARTY AUTHORIZED USERS FOR ANY GENERALDIRECT, INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONREVENUES, BREACH OF SECURITYCUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR), EVEN IF LICENSOR WASABI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE). FURTHER, NEITHER WASABI NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR OTHERWISEDAMAGES ARISING IN CONNECTION WITH: (A) SHALL NOT EXCEED CUSTOMER’S OR AN AUTHORIZED USER’S INABILITY TO USE THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING WASABI SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR THE TWELVE USE OF OR ACCESS TO THE WASABI SERVICE, (12II) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.WASABI’S DISCONTINUATION OF ANY OR ALL OF WASABI SERVICE, OR,

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR WILL XXXXX IT OR ITS LICENSORSAFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALSPECIAL, SPECIALINCIDENTAL, INDIRECT, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITYBUSINESS INFORMATION, OR LOST ANY OTHER PECUNIARY LOSS OR DAMAGED DATADAMAGE) ARISING OUT OF THE USE OF OR CONNECTED INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY SERVICES RENDERED BY LICENSOROTHER LEGAL THEORY, EVEN IF LICENSOR HAS XXXXX IT, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSIN ANY CASE, XXXXX IT'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES AMOUNT ACTUALLY PAID BY LICENSEE HEREUNDER DURING YOU FOR THE TWELVE SOFTWARE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYIF ANY). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERALLOST PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECTINCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (PUNITIVE DAMAGES, HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE BASIS OF THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST LICENSOR, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONIN CONTRACT, BREACH OF SECURITYWARRANTY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENTTORT, THE LICENSED SOFTWARENEGLIGENCE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL STATUTORY LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) , IN NO EVENT SHALL NOT LICENSOR BE LIABLE FOR ANY LOSS, CLAIM, LIABILITY OR DAMAGE, INCLUDING ATTORNEYS' FEES AND COSTS, WHICH EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE HEREUNDER DURING FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING SPECIFIC XX.XXXXXXXX WHICH GAVE RISE TO SUCH LIABILITY, IT BEING ACKNOWLEDGED BY LICENSEE THAT THE PRICING UNDER THIS AGREEMENT REFLECTS SUCH LIMITATION AND THE ALLOCATION OF ECONOMIC RISK AMONG THE PARTIES.

Limitations of Liability. THE ACMA SHALL NOT BE LIABLE ON ACCOUNT OF ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES, UNLESS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CLIENT AGREES THAT IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, THE ACMA BE LIABLE FOR THE RESULTS OF CLIENT’S USE OF THE SERVICES OR SYSTEM, ITS INABILITY OR FAILURE TO LICENSEE CONDUCT ITS BUSINESS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVEOR CONSEQUENTIAL DAMAGES. CLIENT FURTHER AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ACMA FOR ANY CLAIMS, LOSSES, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED HEREUNDER, LOSS OF PROFITSWHETHER SOUNDING IN CONTRACT, BUSINESS INTERRUPTION, BREACH OF SECURITYTORT, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENTOTHERWISE, INCLUDING NEGLIGENCE, EXCEED THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED TOTAL AMOUNT PAID BY LICENSORCLIENT HEREUNDER, EVEN IF LICENSOR THE ACMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONSPOTENTIAL CLAIM, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)LOSS, OR OTHERWISE) DAMAGE. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL NOT EXCEED APPLY REGARDLESS OF THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYSUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

Limitations of Liability. IN NO EVENT SHALL LICENSOR OR NOTWITHSTANDING ANYTHING TO THE CONTRARY, POLARITY AND ITS LICENSORS, SUPPLIERS WILL NOT BE LIABLE WITH RESPECT TO LICENSEE ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY THIRD PARTY FOR AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE AMOUNTS RECEIVED BY POLARITY IN RESPECT OF THE SOFTWARE; (II) ANY GENERALINDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS; (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, BUSINESS INTERRUPTIONTECHNOLOGY OR SERVICES; (IV) LOSS, BREACH OF SECURITYINACCURACY, OR LOST CORRUPTION OF DATA OR DAMAGED DATAINTERRUPTION OF USE; OR (V) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, MATTER BEYOND ITS REASONABLE CONTROL. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED FAILURE OF THE POSSIBILITY ESSENTIAL PURPOSE OF SUCH DAMAGESANY LIMITED REMEDY. EXCLUDING THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID CANNOT BE EXCLUDED BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYLAW.

Limitations of Liability. 10.1 EXCEPT FOR DAMAGES DESCRIBED IN NO EVENT SHALL LICENSOR THE EXAMPLES BELOW FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS AND FOR TRX’S LIABILITY ARISING UNDER SECTION 13, NEITHER WORLDTRAVEL, TRX NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR ITS LICENSORSAGENTS, WILL BE LIABLE TO LICENSEE OR ANY THIRD PARTY THE OTHER FOR ANY GENERAL, INDIRECT CLAIMS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDINGARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT OR A BREACH OF THE AGREEMENT, WITHOUT LIMITATIONWHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. FOR PURPOSES OF THIS SECTION THE FOLLOWING DAMAGES SHALL BE CONSIDERED DIRECT DAMAGES, AND NOT INDIRECT, SPECIAL, PUNITIVEINCIDENTAL OR CONSEQUENTIAL: DAMAGES THE NON-BREACHING PARTY IS LEGALLY REQUIRED TO PAY TO A THIRD PARTY (INCLUDING A GOVERNMENTAL AGENCY) AS A RESULT OF A BREACH OF CONFIDENTIALITY BY THE OTHER PARTY, OR EXEMPLARY BUT SPECIFICALLY DO NOT INCLUDE ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, THE NON-BREACHING PARTY’S LOST PROFITS OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYBUSINESS.

Limitations of Liability. (a) ANY PROVISION IN THIS AGREEMENT, ANY OTHER AGREEMENT OR THE RULES TO THE CONTRARY NOTWITHSTANDING, DCCU SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND DCCU'S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) MEMBER'S ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY MEMBER TO DCCU FOR SERVICE. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE DCCU OR ANY THIRD PARTY PROVIDER BE RESPONSIBLE OR LIABLE FOR ANY GENERALINDIRECT, SPECIAL, INDIRECTCONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR CONSEQUENTIAL DAMAGES INJURIES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESSLOST PROFITS, LOSS OF PROFITSUSE, BUSINESS INTERRUPTION, BREACH LOSS OF SECURITY, DATA OR LOST OR DAMAGED DATACOST OF COVER) ARISING OUT OF OF, OR CONNECTED IN ANY WAY WITH THIS AGREEMENTRELATED TO, THE LICENSED SOFTWARE, USE BY MEMBER OF SERVICE OR ANY SERVICES RENDERED BY LICENSOR, SERVICE OR THE FAILURE OF DCCU OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER EVEN IF LICENSOR HAS DCCU OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), LOSSES OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYINJURIES.

Limitations of Liability. 12.1 IN NO EVENT SHALL LICENSOR SONY OR ITS LICENSORS, SUPPLIERS BE LIABLE TO LICENSEE FOR PROSPECTIVE PROFITS, OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY CONNECTION WITH THIS AGREEMENTAGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED WHETHER UNDER THEORY OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE) . IN NO EVENT SHALL NOT SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED [ * ]. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITYFUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.