Common use of Limits on Liability Clause in Contracts

Limits on Liability. Indemnification. (a) SA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreement.

Limits on Liability. IndemnificationCOMPANY’S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO COMPANY HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. (a) SA IN NO EVENT WILL NOT EITHER PARTY BE LIABLE FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGESOTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR FOR ANY LOSS LOST DATA) ARISING OUT OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO CONNECTION WITH THE SERVICESAGREEMENT OR ITS PERFORMANCE HEREUNDER, THIS AGREEMENT, WHETHER THE ACTION IS IN CONTRACT OR ANY OTHER DISPUTE BETWEEN TORT AND REGARDLESS OF THE PARTIESTHEORY OF LIABILITY, EVEN IF SA A PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SECTION 8 WILL OPERATE TO EXCLUDE OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE RESTRICT COMPANY’S LIABILITY OF SA (IF ANY) TO SUBSCRIBER FOR ANY AND ALL CLAIMSMATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED BUT NOT LIMITED TO, THE SERVICES, THIS AGREEMENT, DEATH OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL PERSONAL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING RESULTING FROM COMPANY’S NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreement.

Limits on Liability. Indemnification. (a) SA TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), NEITHER PARTY WILL NOT BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECTLOST PROFITS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTALEXEMPLARY, OR CONSEQUENTIAL DAMAGESINDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR FOR ANY LOSS SUCH DAMAGES WERE FORESEEABLE. TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, THE TOTAL, CUMULATIVE LIABILITY OF PROFITS, DATA, REVENUE, GOODWILL EACH PARTY ARISING OUT OF OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICESGOODS PROVIDED HEREUNDER, THIS AGREEMENTWHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER DISPUTE BETWEEN LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE PARTIES, EVEN IF SA HAS BEEN INFORMED TOTAL OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF AMOUNTS PAID TO CORE-XXXX PURSUANT TO THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, IN THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE TWELVE (INCLUDING ATTORNEYS’ FEES AND COSTS12) RESULTING FROM, OR IN ANY WAY RELATED TO, MONTH PERIOD PRECEDING THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED EVENT GIVING RISE TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID CLAIM, IN ALL CASES EXCEPT FOR LIABILITIES RELATED TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity AgreementA PAYMENT DEFAULT.

Limits on Liability. Indemnification. (a) SA WILL NOT Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL, EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SA SUCH PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity AgreementSUCH DAMAGES.

Limits on Liability. IndemnificationPOTENTIATE’S MAXIMUM AGGREGATE LIABILITY TO CLIENT AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR AN ORDER, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO POTENTIATE HEREUNDER FOR THE PRODUCT AND OR SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. (a) SA IN NO EVENT WILL NOT EITHER PARTY BE LIABLE FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGESOTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR FOR ANY LOSS LOST DATA) ARISING OUT OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO CONNECTION WITH THIS AGREEMENT OR AN ORDER OR ITS PERFORMANCE HEREUNDER, WHETHER THE SERVICES, THIS AGREEMENT, ACTION IS IN CONTRACT OR ANY OTHER DISPUTE BETWEEN TORT AND REGARDLESS OF THE PARTIESTHEORY OF LIABILITY, EVEN IF SA A PART HAS BEEN INFORMED ADVISED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SECTION 8.1WILL OPERATE TO EXCLUDE OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE RESTRICT POTENTIATE’S LIABILITY OF SA (IF ANY) TO CLIENT FOR ANY AND ALL CLAIMSMATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED BUT NOT LIMITED TO, THE SERVICES, THIS AGREEMENT, DEATH OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL PERSONAL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING RESULTING FROM POTENTIATE’S GROSS NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreement.

Limits on Liability. Indemnification. (aNo Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(a) SA WILL NOT BE LIABLE FOR ANY INDIRECTuntil the Buyer Indemnified Parties, SPECIALas a group, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTShave suffered among them aggregate Losses under Section 10.1(a) RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF in excess of $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement 159,000 (the “Indemnity AgreementBasket”), in which event the Buyer Indemnified Parties, as a group, may seek reimbursement or indemnification from Sellers severally (and not jointly) solely for the amount of such Losses in excess of the Basket, with SAeach Seller obligated for an amount equal to the amount of such Losses in excess of the Basket multiplied by such Seller’s employeeSeller Pro Rata Percentage set forth on Schedule I. No Seller shall have any obligation under Section 10.1(a) to pay by way of indemnification any amounts exceeding twenty percent (20%) of the portion of the Purchase Price actually paid to such Seller (the “Cap”). Notwithstanding the foregoing, Xxxxxxx Xxxxxxthe Basket and Cap shall not apply to: (i) Losses resulting from breaches of, who will serve as Client’s Chief Financial Officer or any inaccuracies in, the representations and warranties contained in connection Section 4.1 (Organization of the Company), Section 4.2 (Capital Stock), Section 4.3 (Authorization), Section 4.4 (Subsidiaries), Section 4.13 (No Brokers), Section 4.14 (Intellectual Property and Technology), Section 4.15 (Taxes), Section 4.18 (Receivables) and Section 4.20(c), (d) and (f) (Labor Matters); (ii) Losses described in Section 11.2(a); (iii) Losses resulting from the failure to perform or comply with the services obligations and covenants of a Seller or the Company in this Agreement; (iv) any Losses resulting from the Unpaid Company Transaction Expenses; or (v) any Losses resulting from fraud or intentional misrepresentation. Notwithstanding anything to be provided by SA hereunder. Client shall indemnify the contrary in this Agreement, (A) except for fraud, intentional misrepresentation or willful breach, and otherwise provide benefits subject to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectivelythe limitations set forth herein, the “SA Indemnitees”) aggregate liability of any Seller for Losses shall be equal to the same extent as if each aggregate amount of all payments actually received by such SA Indemnitee was Seller pursuant to Article 2 hereof and (B) no Seller shall be liable for the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” willful or intentional breach of Client under the Indemnity Agreementanother Seller, or for any act of fraud committed by another Seller.

Limits on Liability. Indemnification. (a) SA TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), NEITHER PARTY WILL NOT BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECTLOST PROFITS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTALEXEMPLARY, OR CONSEQUENTIAL DAMAGESINDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR FOR ANY LOSS SUCH DAMAGES WERE FORESEEABLE. TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS. THE TOTAL, CUMULATIVE LIABILITY OF PROFITS, DATA, REVENUE, GOODWILL EACH PARTY ARISING OUT OF OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICESPRODUCTS PROVIDED HEREUNDER, THIS AGREEMENTWHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER DISPUTE BETWEEN LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE PARTIES, EVEN IF SA HAS BEEN INFORMED TOTAL OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF AMOUNTS PAID TO CORE-MARK PURSUANT TO THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, IN THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE TWELVE (INCLUDING ATTORNEYS’ FEES AND COSTS12) RESULTING FROM, OR IN ANY WAY RELATED TO, MONTH PERIOD PRECEDING THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED EVENT GIVING RISE TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID CLAIM, IN ALL CASES EXCEPT FOR LIABILITIES RELATED TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity AgreementA PAYMENT DEFAULT.

Limits on Liability. Indemnification. (a) SA WILL STARGUIDE IS NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, TO CLIENT OR CONSEQUENTIAL DAMAGES, ANYONE USING THE DEVICE OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENTOR ANY THIRD PARTIES, FOR THE FOLLOWING: I) DEFECTS, FAILURES OR INTERRUPTIONS IN SERVICE, INCLUDING TRANSMISSION; II) ANY DAMAGES, INCLUDING LOSS OF PROPERTY, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER DISPUTE BETWEEN THE PARTIESLOSS, EVEN IF SA HAS BEEN INFORMED HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE POSSIBILITY THEREOFSERVICES OR THE DEVICE; III) LOSS, AND DESPITE ANY FAILURE THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE ESSENTIAL PURPOSE SERVICES OR THE DEVICE; AND VI) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLYTHE PROVISION OF SERVICES (INCLUDING LOST PROFITS, THE TOTAL AGGREGATE LIABILITY ANTICIPATED OR LOST REVENUE, LOSS OF SA FOR ANY AND ALL CLAIMSDATA, LOSSES, EXPENSES AND DAMAGES LOSS OF USE OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROMINFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN ANY WAY RELATED TONEGLIGENCE, THE SERVICESTORT, THIS AGREEMENTSTATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER CAUSE OF $25,000 ACTION OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT LEGAL THEORY EVEN IF STARGUIDE HAS BEEN ADVISED OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION POSSIBILITY OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity AgreementTHOSE DAMAGES.

Limits on Liability. IndemnificationALL INFORMATION AND MATERIALS ON THE SERVICE AND ANY LINKED SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND MAY INCLUDE INACCURACIES OR ERRORS. (a) SA XXXXX MAKES NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR CONTRACTUAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, REGARDING ALL MATERIALS ON THIS SITE. XXXXX AND ANY OF ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, DATA, REVENUE, GOODWILL COST OF PROCURING SUBSTITUTE SERVICE OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED LOST OPPORTUNITY) RELATING TO THE SERVICESUSE, THIS AGREEMENTPERFORMANCE, DELAY OR ANY OTHER DISPUTE BETWEEN INABILITY TO USE THE PARTIESSERVICE OR A LINKED SITE, EVEN IF SA HAS BEEN INFORMED XXXXX IS MADE AWARE OF THE POSSIBILITY THEREOFOF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DISPUTE WITH XXXXX (OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, OR OTHER REPRESENTATIVES) IS TO STOP USING THE SERVICE, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENTTO CANCEL YOUR ACCOUNT. ADDITIONALLY, THE TOTAL AGGREGATE XXXXX’X MAXIMUM LIABILITY OF SA TO YOU FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIESBUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIMNO EVENT EXCEED YOUR ANNUAL SUBSCRIPTION FEE. OTHER THAN LIABILITY FOR FRAUDYou acknowledge you are fully aware of security and privacy risks, WILLFUL INJURY TO PERSONS OR PROPERTYincluding, OR VIOLATION OF LAWbut not limited to (i) the limitations of security, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION privacy and authentication measures, and (INCLUDING NEGLIGENCE)ii) the fact that data and information transferred via the Service may be subject to eavesdropping, HOWEVER ALLEGED OR ARISINGbreaking passwords, spoofing, harassment and other security or privacy hazards. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWWe shall not be liable for any damages of any kind associated with these risks. Use of the Service and any content on the Service, including any authorized downloading of content from the Service, is at your own risk. We do not warrant that access to the Service or any of its content will be uninterrupted or error free, that defects will be corrected, or that this Site will be free of viruses or other harmful components. You are solely responsible for any damage to computer systems or loss of data you may suffer. We have not reviewed any sites linked to the Service (“Linked Sites”) and we are not responsible for the content of any Linked Sites. Your access to, and use of any Linked Site(s) is entirely at your own risk. Indemnification You agree to indemnify, defend, and hold Xxxxx and our members, managers, officers, employees, agents and representatives harmless from all claims, liabilities, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to: (a) any content you post to the Service, (b) Client your inappropriate or unlawful use of the Service; and (c) any alleged breach of this Subscription Agreement or the Acceptable Use Policy. Law and Jurisdiction The Service is concurrently herewith entering into an Indemnity operated by Xxxxx from the State of New York, United States of America. Xxxxx makes no representation that materials in the Service are appropriate or available for use in other locations. Any ability to access the Service in any jurisdiction other than New York does not constitute Xxxxx purposefully availing itself of the privilege of conducting business in that jurisdiction. If you access the Service from other jurisdictions, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Subscription Agreement shall be governed by internal New York and relevant federal laws without giving effect to principles of conflicts of laws. Exclusive jurisdiction for any action or dispute relating to the Service is in the state and federal courts located in New York. By accessing the Service you consent to the jurisdiction of such courts. Intellectual Property Infringement Claims Xxxxx will respond as quickly as practicable to any claims that infringing material appears on the Service, including investigating any such claims and taking appropriate action under applicable laws. If we receive a notice of infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, et seq. (the “Indemnity AgreementAct”) with SA’s employee), Xxxxxxx Xxxxxx, who we will serve as Client’s Chief Financial Officer in connection with the services take steps to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) remove or disable access to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” allegedly infringing material, including any links thereto. We will terminate access for any user who is a repeat infringer. Notices of Client under the Indemnity Agreement.alleged infringement should be sent to: Xxxxx, LLC XX Xxx 000 Xxxxxxxxxx, XX 00000 xxxxxxx@xxxxxxxxxxxxxxxx.xxx

Limits on Liability. Indemnification. (a) SA EXCEPT WITH RESPECT TO EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, EACH PARTY AND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE GREATER OF (I) TEN U.S. DOLLARS ($10) AND (II) THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY CUSTOMER TO ALTANA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS AMOUNTS PREVIOUSLY PAID (AS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED THE DATE OF SATISFACTION OF SUCH LIABILITY) BY A PARTY TO THE SERVICES, THIS AGREEMENT, OR OTHER PARTY IN SATISFACTION OF ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT. ADDITIONALLYEACH PARTY RELEASES THE OTHER PARTY AND ITS LICENSORS FROM ALL OBLIGATIONS, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL LIABILITY, CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED TODEMANDS RELATING TO ALTANA IP, THE SERVICES, OR THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA AGREEMENT IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT EXCESS OF THE CLAIMLIMITATION PROVIDED FOR IN THIS SECTION 9.2. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER BY APPLICABLE LAWLAW AND WILL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SACustomer acknowledges and agrees that Xxxxxx’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each performance of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) obligations hereunder will be reduced to the same extent as if each that such SA Indemnitee was the “Indemnitee” under the Indemnity performance is hindered, delayed, or prevented by any act, omission, failure to perform, or breach of this Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreementby Customer.