Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC IESO AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. THE UTILITIES' TOTAL LIABILITY TO CONTRACTOR FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY OTHER INDEMNIFIED PARTY LOSSES (AS DEFINED IN SECTION 12(bABOVE) BELOW) FOR ANY LIABILITIESARISING OUT OF, DAMAGESRELATING TO, OBLIGATIONSRESULTING FROM, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO CONNECTION WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF CONTRACT SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE ACTUAL COMPENSATORY DIRECT DAMAGESCONTRACT PRICE, COURT COSTS AS MAY BE AMENDED BY AGREED-UPON PRICE FOR EXTRA WORK AUTHORIZED BY WRITTEN CHANGE ORDER. THE UTILITIES, THEIR RESPECTIVE AFFILIATES AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSREPRESENTATIVES, OFFICERS, EMPLOYEESDIRECTORS, CONTRACTORSEMPLOYEES AND SUBCONTRACTORS SHALL NOT, AGENTS OR REPRESENTATIVESUNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES (AS DEFINED ABOVE) INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY ARISE RELATED TO SAFETY, HEALTH OR WELL-BEING, LOST OR REDUCED PROFITS, REVENUES, EFFICIENCY, PRODUCTIVITY, BONDING CAPACITY, OR BUSINESS OPPORTUNITIES, OR INCREASED OR EXTENDED OVERHEAD, OPERATING, MAINTENANCE, OR DEPRECIATION COSTS AND EXPENSES. TO THE EXTENT THAT THIS CONTRACT INCLUDES LIQUIDATED DAMAGES, THE LIMITATION OF LIABILITY SHALL NOT APPLY TO THE LIQUIDATED DAMAGES SPECIFIED THEREIN AND THE PAYMENT OF LIQUIDATED DAMAGES SHALL NOT EXCUSE CONTRACTOR’S FAILURE TO PERFORM OR BREACH OF THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT: (i) THE UTILITIES WILL SUFFER SIGNIFICANT DAMAGES AND SUBSTANTIAL FINANCIAL LOSS IF THE SCHEDULE GUARANTEES OR PERFORMANCE GUARANTEES, TO THE EXTENT APPLICABLE, ARE NOT MET AND SUCH DAMAGES AND FINANCIAL LOSSES WOULD BE VERY DIFFICULT TO CALCULATE; AND (ii) THE LIQUIDATED DAMAGES SPECIFIED IN THE CONTRACT ARE FAIR AND REASONABLE, IN LIEU OF ACTUAL DAMAGES, ARE NOT PENALTIES, AND REFLECT THE PARTIES’ GOOD FAITH ASSESSMENT AND ESTIMATE OF THE DAMAGES AND FINANCIAL LOSSES REFERRED TO ABOVE. THE LIQUIDATED DAMAGES SPECIFIED HEREIN ARE THE UTILITIES’ EXCLUSIVE FINANCIAL REMEDY FOR FAILURE TO ACHIEVE SCHEDULE OR PERFORMANCE GUARANTEES, BUT DO NOT PREVENT THE UTILITIES FROM EXERCISING ITS OTHER RIGHTS AND REMEDIES UNDER OR THE CONTRACT INCLUDING THE UTILITIES’ RIGHTS IN RELATION TO THIS AGREEMENTTHE EVENT OF TERMINATION. To the fullest extent permitted by law or regulation, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTContractor shall defend, TORT OR ANY OTHER LEGAL THEORYindemnify and hold harmless each of the [Utilities] and any subsidiaries or affiliates thereof, their respective directors, officers, employees, agents, representatives and program implementers (“Indemnitees”) from and against any and all liabilities, losses, claims, damages, fines, penalties, costs, expenses (including reasonable attorney's fees), demands and causes of actions of every kind or character (“Losses”) arising, or alleged to have arisen, out of any claims (just or unjust) relating to: personal injury, including death to any employee or other person; damage or injury to property, including loss of use; or a breach or incident to the performance of this Contract and/or the acts or omissions of the Contractor, its employees and/or subcontractors. Notwithstanding the foregoing, Contractor’s obligations under this section shall not extend to Losses that are the direct result of a fully adjudicated finding of negligence or intentional misconduct of an Indemnitee.

LIMITATION OF LIABILITY AND INDEMNITY. YOU TAKE FULL RESPONSIBILITY FOR THE DATA YOU ENTER, THE CONTENT YOU SUPPLY, AND YOUR USE OF OUR SERVICES AND SITES. YOU ACKNOWLEDGE THAT THE SERVICE, WEIGHTOLOGY LLC, ITS AFFILIATES, AND EMPLOYEES OR AGENTS ARE NOT ENGAGED IN RENDERING MEDICAL ADVICE. OUR SERVICES ARE OFFERED TO ASSIST YOU WITH BUILDING MUSCLE, LOSING FAT, AND BECOMING MORE FIT AS DESCRIBED HEREIN. NEITHER WEIGHTOLOGY, LLC, ITS AFFILIATES, AGENTS, EMPLOYEES, NOR ANY THIRD- PARTY VENDOR, INCLUDING ANY THIRD PARTY MARKETER OR PROMOTER OF THE SERVICES UNDER WRITTEN CONTRACT WITH WEIGHTOLOGY, LLC (acollectively, the “Weightology parties”) NOTWITHSTANDING ANYTHING CONTAINED HEREIN SHALL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OUR SITE, YOUR USE OF THE CONTRARYSERVICE, OR THIS AGREEMENT. SUBJECT TO APPLICABLE LAW, THE WEIGHTOLOGY PARTIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, PUNITIVE DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT INCLUDING BUT NOT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, REVENUE, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.BUSINESS;

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CAUSE OF ACTION GIVING RISE TO A CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTYDAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE LDC INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PARTICIPANTSERVICES AND ITS USE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSliability and expenses, OFFICERSincluding reasonable attorneys' fees and costs, EMPLOYEESarising out of: (i) your use of the Services in breach of any laws or regulations; (ii) your breach of clauses 2.2, CONTRACTORS6, AGENTS OR REPRESENTATIVESor 12 of Section A of this Agreement; (iii) any breach by you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement; (v) your breach of clauses 5 or 10 of Section B of this Agreement; or (vi) any other breach of this Agreement, FOR ANY SPECIAL(collectively referred to as "Claims"). Intuit reserves the right, INDIRECTin its sole discretion and at its own expense, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORYto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b11(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS FUNDING AMOUNT PAID BY THE LDC IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC IESO AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b11(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED ANY OTHER PROVISION HEREIN TO THE CONTRARY: OR IN ANY OTHER DOCUMENT OR COMMUNICATION, (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO RECOVER ANY CLAIM(S) RESULTING OR ARISING FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION RELATING TO THIS AGREEMENT: (I) ANY AMOUNT , WHETHER IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGESCONTRACT, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECTSTRICT LIABILITY, CONSEQUENTIAL TORT OR OTHERWISE) , AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL NOT IN EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (X) LOSS OR, IN THE CASE OF PROFITOBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED SELLER SHALL IN SECTION 12(b) BELOW) WILL NOT NO EVENT BE LIABLE TO THE PARTICIPANTBUYER OR ANY OTHER PERSON OR ENTITY, ITS SUCCESSORS WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVESOTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY IN DIRECT OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. BY ACCEPTING DELIVERY OF THE PRODUCTS ORDERED, XXXXX AGREES THAT IT INDEMNIFIES AND HOLDS HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, LOSS, DAMAGE AND LIABILITY, INCLUDING WITHOUT LIMITATION FOR PERSONAL INJURY, PROPERTY DAMAGE OR COMMERCIAL LOSS OF WHATEVER KIND, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO THE HAZARDS INHERENT IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT BUYER’S FACILITIES OR ANY OTHER LEGAL THEORYACTIVITIES.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN Limitation of Liability. NEITHER XXXXXX XXXXXXX NOR CUSTOMER SHALL BE LIABLE TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OTHER PARTY OR ANY OTHER INDEMNIFIED THIRD PARTY UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (AS DEFINED IN SECTION 12(b) BELOW) INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR ANY LIABILITIESPUNITIVE, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS INCLUDING: DAMAGE TO OR OTHERWISE) FOR (X) LOSS OF PROFIT, PROPERTY OR (Y) DIMINUTION EQUIPMENT; LOSS OF VALUE REVENUE; LOSS OF CUSTOMER’S DATA; OR LOSS OF USE OF CUSTOMER’S MATERIAL, EQUIPMENT OR SYSTEMS. CUSTOMER EXPRESSLY AGREES THAT UNLESS OTHERWISE STATED HEREIN, THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE AND THAT UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF XXXXXX XXXXXXX, UNDER ANY PROPERTY; AND (B) THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT, UNDER WARRANTY, OR OTHERWISE, EXCEED THE LDC AND TOTAL PRICE PAID OR PAYABLE TO XXXXXX XXXXXXX UNDER THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE APPLICABLE SOW FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE PARTICIPANTLIABILITY. FOR BREACHES OF CONFIDENTIALITY, A PARTY’S LIABILITY SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000). THE PROVISIONS OF THIS PARAGRAPH SHALL NOT APPLY TO A PARTY’S BREACH OF THE OWNERSHIP PROVISIONS CONTAINED IN THIS AGREEMENT NOR TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Customer Indemnity. CUSTOMER SHALL, AT ITS SUCCESSORS OWN EXPENSE, INDEMNIFY, DEFEND, AND HOLD HARMLESS XXXXXX XXXXXXX FROM AND AGAINST ANY AND ALL ACTIONS, PROCEEDINGS, DAMAGES, LIABILITIES, CLAIMS, LOSSES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING FROM CLAIMS OF WHICH DATA/PROPERTY PROVIDED BY CUSTOMER HEREUNDER INFRINGE THE PATENT, COPYRIGHT, TRADEMARK RIGHTS, OR ASSIGNS CONSTITUTE THE MISAPPROPRIATION OF TRADE SECRETS, OF ANY THIRD PARTY. THE OBLIGATIONS UNDER THIS CLAUSE WILL SURVIVE THE CANCELLATION, EXPIRATION, TERMINATION, OR COMPLETION OF THIS AGREEMENT AND/OR THE SERVICES PROVIDED. Xxxxxx Xxxxxxx Indemnity. XXXXXX XXXXXXX SHALL, AT ITS DIRECTORSOWN EXPENSE, OFFICERSINDEMNIFY, EMPLOYEESDEFEND, CONTRACTORSAND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY AND ALL ACTIONS, AGENTS PROCEEDINGS, DAMAGES, LIABILITIES, CLAIMS, LOSSES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING FROM CLAIMS OF WHICH THE SERVICES INFRINGE THE PATENT, COPYRIGHT, TRADEMARK RIGHTS, OR REPRESENTATIVESCONSTITUTE THE MISAPPROPRIATION OF TRADE SECRETS, FOR OF ANY SPECIALTHIRD PARTY. THE OBLIGATIONS UNDER THIS CLAUSE WILL SURVIVE THE CANCELLATION, INDIRECTEXPIRATION, INCIDENTALTERMINATION, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER COMPLETION OF THIS AGREEMENT AND/OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORYTHE SERVICES PROVIDED.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL SHALL [CUSTOMER NAME], ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, THE PARTICIPANT "[CUSTOMER NAME] ENTITIES" AND EACH, A "[CUSTOMER NAME] ENTITY") BE ENTITLED TO RECOVER FROM THE LDC LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) DAMAGES OR LOSSES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY LIABILITIESLOSS OF PROFITS, DAMAGESGOODWILL, OBLIGATIONSOPPORTUNITY, PAYMENTSEARNINGS, LOSSESUSE OR DATA, COSTS ARISING DIRECTLY OR EXPENSES UNDER INDIRECTLY FROM OR IN RELATION RELATED TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF AGREEMENT OR THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTSERVICES, REGARDLESS OF WHETHER THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF THE [CUSTOMER NAME] ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY ARISES UNDER CONTRACTDAMAGES OR LOSSES, TORT INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSSES ARISING FROM OR IN ANY OTHER LEGAL THEORYWAY RELATED TO DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH [CUSTOMER NAME]' SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARYNEITHER WE NOR AN UNDERLYING CARRIER: (A) WILL BE LIABLE FOR ANY NONPERFORMANCE CAUSED BY ANOTHER SERVICE PROVIDER, EQUIPMENT FAILURE, OR CAUSES BEYOND OUR REASONABLE CONTROL; (B) ASSUME ANY LIABILITY FOR SERVICE OUTAGES OF 24 HOURS OR LESS (AND LIABILITY FOR ANY SERVICE FAILURE WILL IN NO EVENT EXCEED THE SERVICE CHARGES FOR THE AFFECTED PERIOD); (C) WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) LIABLE FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL SPECIAL DAMAGES, EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU (ON BEHALF OF YOURSELF AND YOUR USERS) WAIVE ANY RIGHT TO MAKE ANY CLAIM AGAINST US OR ANY UNDERLYING CARRIER FOR INJURY, LOSS OR DAMAGE ARISING FROM THE USE OF THE SYSTEM, INSTALLATION OR REPAIR OF THE SYSTEM, OR ANY UNAVAILABILITY OR FAILURE OF THE SERVICE. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AGENTS AND AFFILIATES, AND ANY UNDERLYING CARRIER, AGAINST ANY DAMAGES WHICH MAY ARISE UNDER OR IN RELATION COSTS ARISING OUT OF THE USE OF THE SERVICES, UNLESS DUE TO OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR UNLAWFUL ACTS. THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TOTAL MANAGEMENT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TOTAL MANAGEMENT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTYDAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE LDC INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TOTAL MANAGEMENT SYSTEMS REQUIREMENTS; (C) CLAIMS ALLEGING THAT THE USE OF THE ACCOUNT DATA OR ANY OF THE SERVICES INFRINGES ON THE RIGHT OF, OR HAS CAUSED HARM TO, A THIRD PARTY. (D) CLAIMS ARISING FROM THE BREACH OF THESE TERMS OF SERVICE. THE ABOVE LIMITATIONS APPLY EVEN IF TOTAL MANAGEMENT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TOTAL MANAGEMENT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PARTICIPANTSERVICES AND ITS USE. You agree to indemnify and hold Total Management and its Affiliates and Suppliers harmless from any and all claims, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSliability and expenses, OFFICERSincluding reasonable attorneys' fees and costs, EMPLOYEESarising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Total Management reserves the right, CONTRACTORSin its sole discretion and at its own expense, AGENTS OR REPRESENTATIVESto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Total Management in the defense of any Claims. Any forms, FOR ANY SPECIALletters, INDIRECTor documents provided by the Services (“Documents”) are provided as samples. Documents are not intended to provide any specific commercial, INCIDENTALfinancial, PUNITIVEinvestment, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTaccounting, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTtax, TORT OR ANY OTHER LEGAL THEORYor legal advice. Any use or reliance on Documents provided by the Services are to be used at your own risk. Total Management shall not be liable for any direct, indirect, consequential, or exemplary damages or expenses (including attorney’s fees and costs) or any claim arising from or in connection with the use of any Documents.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC IESO AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.. FOR REFERENCE

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) CUSTOMER AGREES THAT PROVIDER WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING A PROVIDER SERVICE OR TO ACCESS OR REACH AN EMERGENCY SERVICE OPERATOR DUE TO THE PARTICIPANT911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PROVIDER, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSOWNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORSAFFILIATES AND AGENTS, AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER OR REPRESENTATIVESA USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO 911 DIALING OR THE INABILITY TO ACCESS OR REACH EMERGENCY 911 SERVICES. 14. DISCLAIMER AND LIMITATION OF LIABILITY PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDER DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SPECIALSUCH DATA IN PROVIDER’S POSSESSION, INDIRECTCUSTODY OR CONTROL, INCIDENTALTHROUGH ACCIDENT, PUNITIVEFRAUDULENT MEANS OR DEVICES, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTANY OTHER METHOD, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTDAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, TORT SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY OTHER LEGAL THEORYPRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD- PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

LIMITATION OF LIABILITY AND INDEMNITY. PSE&G AND THE PROGRAM IMPLEMENTER’S TOTAL LIABILITY TO PARTICIPATING CONTRACTOR FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY OTHER INDEMNIFIED PARTY LOSSES (AS DEFINED IN SECTION 12(bABOVE) BELOW) FOR ANY LIABILITIESARISING OUT OF, DAMAGESRELATING TO, OBLIGATIONSRESULTING FROM, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION CONNECTION WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE PAID TO THIS AGREEMENT: PARTICIPATING CONTRACTOR BY PSE&G UNDER THE HVAC PROGRAM IN THE SIX (I6) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED MONTHS PRIOR TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY DATE UPON WHICH THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC CLAIM AROSE. PSE&G AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT PROGRAM IMPLEMENTER, THEIR AFFILIATES AND EACH OF THEIR REPRESENTATIVES, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, PARTICIPATING CONTRACTOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY ARISE UNDER RELATED TO SAFETY, HEALTH OR IN RELATION TO THIS AGREEMENTWELL-BEING, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTLOST OR REDUCED PROFITS, TORT REVENUES, EFFICIENCY, PRODUCTIVITY, BONDING CAPACITY, OR ANY OTHER LEGAL THEORYBUSINESS OPPORTUNITIES, OR INCREASED OR EXTENDED OVERHEAD, OPERATING, MAINTENANCE, OR DEPRECIATION COSTS AND EXPENSES. To the fullest extent permitted by law or regulation, Participating Contractor shall defend, indemnify and hold harmless PSE&G and the Program Implementer and any subsidiaries or affiliates thereof, and each of their respective directors, officers, employees, agents, and representatives (“Indemnitees”) from and against any and all liabilities, losses, claims, damages, fines, penalties, costs, expenses (including reasonable attorney's fees), demands and causes of actions of every kind or character (“Losses”) arising, or alleged to have arisen out of any claims (just or unjust) relating to: personal injury, including death, of any person; damage or injury to property, including loss of its use; a breach of or an act incident to the performance of this Agreement; or the acts or omissions of the Participating Contractor, its employees and/or subcontractors. Notwithstanding the foregoing, Contractor’s obligations under this section shall not extend to Losses that are the direct result of a fully adjudicated finding of negligence or intentional misconduct of an Indemnitee.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF VS1 CLOUD, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CAUSE OF ACTION GIVING RISE TO A CLAIM. SUBJECT TO APPLICABLE LAW, VS1 CLOUD, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTYDAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE LDC INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET VS1 CLOUD SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF VS1 CLOUD AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF VS1 CLOUD, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PARTICIPANTSERVICES AND ITS USE. You agree to indemnify and hold VS1 Cloud and its Affiliates and Suppliers harmless from any and all claims, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSliability and expenses, OFFICERSincluding reasonable attorneys' fees and costs, EMPLOYEESarising out of: (i) your use of the Services in breach of any laws or regulations; (ii) your breach of clauses 2.2, CONTRACTORS6, AGENTS OR REPRESENTATIVESor 12 of this Agreement; (iii) any breach by you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement (v) your breach of clause 5 of this Agreement; or (vi) any other breach of this Agreement, FOR ANY SPECIAL(collectively referred to as "Claims"). VS1 Cloud reserves the right, INDIRECTin its sole discretion and at its own expense, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORYto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by VS1 Cloud in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) CUSTOMER AGREES THAT PROVIDER WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING A PROVIDER SERVICE OR TO ACCESS OR REACH AN EMERGENCY SERVICE OPERATOR DUE TO THE PARTICIPANT911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PROVIDER, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSOWNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORSAFFILIATES AND AGENTS, AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER OR REPRESENTATIVESA USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO 911 DIALING OR THE INABILITY TO ACCESS OR REACH EMERGENCY 911 SERVICES. 14. DISCLAIMER AND LIMITATION OF LIABILITY.PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDER DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SPECIALSUCH DATA IN PROVIDER’S POSSESSION, INDIRECTCUSTODY OR CONTROL, INCIDENTALTHROUGH ACCIDENT, PUNITIVEFRAUDULENT MEANS OR DEVICES, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTANY OTHER METHOD, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTDAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, TORT SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY OTHER LEGAL THEORYPRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN 11.1 TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF FORECAST5, AND ITS AFFILIATES AND SUPPLIERS (INCLUDING THEIR OFFICERS, DIRECTORS AND AGENTS) FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. FORECAST5 SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, FORECAST5 AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC INDIRECT, EXTRAORDINARY, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR ANY CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(bECONOMIC ADVANTAGE) BELOW) FOR ANY LIABILITIESHOWEVER ARISING, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS EVEN IF FORECAST5 KNOWS THERE IS A POSSIBILITY OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDERSUCH DAMAGE; OR (IIB) DAMAGES (WHETHER DIRECT RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR INDIRECTTHEFT OF DATA, CONSEQUENTIAL OR OTHERWISE) FOR (X) VIRUSES, SPYWARE, LOSS OF PROFITBUSINESS, REVENUE, PROFITS OR INVESTMENT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; SOFTWARE OR HARDWARE THAT DOES NOT MEET FORECAST5 SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF FORECAST5 AND (B) ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE LDC POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF FORECAST5 AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PARTICIPANT, SERVICES AND ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORYUSE.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS CAPABILITY BUILDING FUNDING AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) EMPOWERED’S ENTIRE LIABILITY FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION ALL CLAIMS RELATED TO THIS AGREEMENT: (I) ANY AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO EMPOWERED FOR BRIDGE IN EXCESS THE PAST 12 MONTHS, REGARDLESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGESBASIS OF THE CLAIM. THIS LIMIT APPLIES COLLECTIVELY TO EMPOWERED, COURT COSTS ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) AFFILIATES. EMPOWERED WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, WHETHER IN RELATION TO THIS AGREEMENT, REGARDLESS AN ACTION OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT NEGLIGENCE OR OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS EMPOWERED, ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND AFFILIATES, FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, LOSS OR EXPENSE (INCLUDING REASONABLE LEGAL THEORYFEES) INCURRED AS A RESULT OF, ARISING FROM, OR RELATING TO YOUR USE OF BRIDGE, OR YOUR VIOLATION OF THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE To the extent the laws of a territory limits or precludes the exclusion of implied warranties, or the limitation of damages, such implied warranties or damage quantum will be limited to the fullest extent permitted by law.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED ANY OTHER PROVISION HEREIN TO THE CONTRARY: OR IN ANY OTHER DOCUMENT OR COMMUNICATION, (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO RECOVER ANY CLAIM(S) RESULTING OR ARISING FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION RELATING TO THIS AGREEMENT: (I) ANY AMOUNT , WHETHER IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGESCONTRACT, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECTSTRICT LIABILITY, CONSEQUENTIAL TORT OR OTHERWISE) , AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL NOT IN EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (X) LOSS OR, IN THE CASE OF PROFITOBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED SELLER SHALL IN SECTION 12(b) BELOW) WILL NOT NO EVENT BE LIABLE TO THE PARTICIPANTBUYER OR ANY OTHER PERSON OR ENTITY, ITS SUCCESSORS WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVESOTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY IN DIRECT OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. BY ACCEPTING DELIVERY OF THE PRODUCTS ORDERED, BUYER AGREES THAT IT INDEMNIFIES AND HOLDS HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, LOSS, DAMAGE AND LIABILITY, INCLUDING WITHOUT LIMITATION FOR PERSONAL INJURY, PROPERTY DAMAGE OR COMMERCIAL LOSS OF WHATEVER KIND, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO THE HAZARDS INHERENT IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT BUYER’S FACILITIES OR ANY OTHER LEGAL THEORYACTIVITIES.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b11(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS FUNDING AMOUNT PAID BY THE LDC IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC IESO AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b11(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY. The Participant (the “Indemnifying Party”) will indemnify, defend and hold the IESO, the Government of Ontario, the members of the Government of Ontario’s Executive Council and their respective affiliates, and each of the foregoing Person’s respective directors, officers, employees, shareholders, advisors, third party service providers and agents (including contractors and their employees) (collectively, the “Indemnified Party”) harmless from and against any and all Claims, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest thereon (including the costs and expenses of, and accrued interest on, any and all actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and reasonable lawyers’ fees and reasonable disbursements in connection therewith) (each, an “Indemnifiable Loss”), asserted against or suffered by the Indemnified Party relating to, in connection with, resulting from, or arising out of (i) any Claim by, or occurrence or event related to, any third party relating to this Agreement; and/or (ii) the negligence or wilful misconduct of the Participant, except in either case to the extent that any injury or damage related to such Claim, occurrence or event is attributable to the negligence or wilful misconduct of the Indemnified Party. For greater certainty, in the event of contributory negligence or wilful misconduct of the Indemnified Party, then such Indemnified Party will not be indemnified hereunder in the proportion that the Indemnified Party’s negligence or wilful misconduct contributed to any Indemnifiable Loss. The IESO will hold the benefit of the Participant’s obligations under this Section 11 in the IESO’s own right and, in trust, for the benefit of any other Indemnified Party.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC IESO OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b11(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND OTHER ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS FUNDING AMOUNT PAID BY THE LDC IESO HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC IESO AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b11(b) BELOW) WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN 8.1 TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF FORECAST5, AND ITS AFFILIATES AND SUPPLIERS (INCLUDING THEIR OFFICERS, DIRECTORS AND AGENTS) FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, FORECAST5 AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, CONSEQUENTIAL DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (IIB) DAMAGES (WHETHER DIRECT RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR INDIRECTTHEFT OF DATA, CONSEQUENTIAL OR OTHERWISE) FOR (X) VIRUSES, SPYWARE, LOSS OF PROFITBUSINESS, REVENUE, PROFITS OR INVESTMENT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; SOFTWARE OR HARDWARE THAT DOES NOT MEET FORECAST5 SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF FORECAST5 AND (B) ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE LDC POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF FORECAST5 AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) WILL NOT BE LIABLE ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PARTICIPANT, SERVICES AND ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORYUSE.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) OPTM’S ENTIRE LIABILITY FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION ALL CLAIMS RELATED TO THIS AGREEMENT: (I) ANY AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO OPTM FOR BRIDGE IN EXCESS THE PAST 12 MONTHS, REGARDLESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGESBASIS OF THE CLAIM. THIS LIMIT APPLIES COLLECTIVELY TO OPTM, COURT COSTS ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) AFFILIATES. OPTM WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, WHETHER IN RELATION TO THIS AGREEMENT, REGARDLESS AN ACTION OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT NEGLIGENCE OR OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS OPTM, ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND AFFILIATES, FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, LOSS OR EXPENSE (INCLUDING REASONABLE LEGAL THEORYFEES) INCURRED AS A RESULT OF, ARISING FROM, OR RELATING TO YOUR USE OF BRIDGE, OR YOUR VIOLATION OF THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE To the extent the laws of a territory limits or precludes the exclusion of implied warranties, or the limitation of damages, such implied warranties or damage quantum will be limited to the fullest extent permitted by law.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) CUSTOMER AGREES THAT PROVIDER WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING A PROVIDER SERVICE OR TO ACCESS OR REACH AN EMERGENCY SERVICE OPERATOR DUE TO THE PARTICIPANT911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PROVIDER, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORSOWNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORSAFFILIATES AND AGENTS, AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER OR REPRESENTATIVESA USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO 911 DIALING OR THE INABILITY TO ACCESS OR REACH EMERGENCY 911 SERVICES. 14. DISCLAIMER AND LIMITATION OF LIABILITY PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDER DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SPECIALSUCH DATA IN PROVIDER’S POSSESSION, INDIRECTCUSTODY OR CONTROL, INCIDENTALTHROUGH ACCIDENT, PUNITIVEFRAUDULENT MEANS OR DEVICES, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTANY OTHER METHOD, REGARDLESS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTDAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, TORT SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY OTHER LEGAL THEORYPRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY ESTABLISHED IN THIS AGREEMENT, AND TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR EXTENT PERMITTED BY ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) FOR ANY LIABILITIESLEGAL REQUIREMENT, DAMAGESCEGSOFT, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION TO THIS AGREEMENT: (I) ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGES, COURT COSTS ITS AFFILIATES AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) THEIR RESPECTIVE REPRESENTATIVES WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIALDIRECT, INDIRECT, INCIDENTAL, PUNITIVESPECIAL, EXEMPLARY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENTLOSSES, REGARDLESS INCLUDING, BUT NOT LIMITED TO, LOSS OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACTPROFITS OR ANTICIPATED PROFITS, TORT ROYALTIES, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, EQUIPMENT OR SERVICES, OR ANY OTHER LEGAL THEORY.BUSINESS OR OTHER ECONOMIC LOSS ARISING FROM OR RELATED TO: (1) THE SOFTWARE, (2) THIS AGREEMENT OR ITS PERFORMANCE OR BREACH, (3) ANY EQUIPMENT OR SOFTWARE OR SERVICE NOT PROVIDED BY CEGSOFT, (4) ANY SERVICES, INCIDENTAL OR OTHERWISE, PROVIDED BY THIRD PARTIES AND (5) ANY THIRD PARTY CLAIM: (I) WHETHER FOR, AMONG OTHER THINGS, LICENSEE’S AND/OR USER’S NEGLIGENCE OR MISCONDUCT, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM; (II) WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY); (III) WHETHER OR NOT FORESEEABLE; AND (IV) WHETHER OR NOT CEGSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL CEGSOFT’S TOTAL LIABILITY TO LICENSEE IN ANY ACTION, WHETHER IN CONTRACT OR TORT, EXCEED THE AMOUNT OF THE THEN CURRENT FEES, IF ANY. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY LIMITED REMEDY PROVIDED HEREIN. LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The foregoing sets forth Licensee’s exclusive remedy for breach of this Agreement by CEGSOFT. The provisions of this section allocate the risks between CEGSOFT and Licensee and CEGSOFT’s pricing reflects the allocation of risk and limitation of liability specified herein. Licensee hereby agrees to indemnify, defend, protect and hold harmless CEGSOFT, its affiliates and their respective Representatives, suppliers, sub-contractors and permitted assigns, successors in interest, (collectively the “CEGSOFT Indemnitee”) from and against any Losses incurred or suffered by, or asserted against, such CEGSOFT Indemnitee directly or indirectly in relation to or arising from:

LIMITATION OF LIABILITY AND INDEMNITY. (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY: (A) IN NO EVENT WILL THE PARTICIPANT BE ENTITLED TO RECOVER FROM THE LDC OR ANY OTHER INDEMNIFIED PARTY (AS DEFINED IN SECTION 12(b) BELOW) EMPOWERED NETWORKS INC.’S ENTIRE LIABILITY FOR ANY LIABILITIES, DAMAGES, OBLIGATIONS, PAYMENTS, LOSSES, COSTS OR EXPENSES UNDER OR IN RELATION ALL CLAIMS RELATED TO THIS AGREEMENT: (I) ANY AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO EMPOWERED NETWORKS INC. FOR EMPOWERED ADVISOR IN EXCESS THE PAST 12 MONTHS, REGARDLESS OF THE ACTUAL COMPENSATORY DIRECT DAMAGESBASIS OF THE CLAIM. THIS LIMIT APPLIES COLLECTIVELY TO EMPOWERED NETWORKS INC., COURT COSTS ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND REASONABLE LAWYERS’ AND ADVISORS’ FEES SUFFERED OR INCURRED BY THE PARTICIPANT AND IN ANY EVENT LIMITED TO THE PARTICIPANT INCENTIVE PAYMENTS AMOUNT PAID BY THE LDC HEREUNDER; OR (II) DAMAGES (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR OTHERWISE) FOR (X) LOSS OF PROFIT, OR (Y) DIMINUTION OF VALUE OR LOSS OF USE OF ANY PROPERTY; AND (B) THE LDC AND THE OTHER INDEMNIFIED PARTIES (AS DEFINED IN SECTION 12(b) BELOW) AFFILIATES. EMPOWERED NETWORKS INC. WILL NOT BE LIABLE TO THE PARTICIPANT, ITS SUCCESSORS OR ASSIGNS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES WHICH MAY ARISE UNDER DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, WHETHER IN RELATION TO THIS AGREEMENT, REGARDLESS AN ACTION OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT NEGLIGENCE OR OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS EMPOWERED NETWORKS INC., ITS SUBSIDIARIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, CONTRACTORS, SUPPLIERS, RESELLERS AND AFFILIATES, FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, LOSS OR EXPENSE (INCLUDING REASONABLE LEGAL THEORYFEES) INCURRED AS A RESULT OF, ARISING FROM, OR RELATING TO YOUR USE OF EMPOWERED ADVISOR, OR YOUR VIOLATION OF THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE To the extent the laws of a territory limits or precludes the exclusion of implied warranties, or the limitation of damages, such implied warranties or damage quantum will be limited to the fullest extent permitted by law.