Common use of Limitation of Damages and Liability Clause in Contracts

Limitation of Damages and Liability. THE MANAGING VENTURER AND ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS WILL NOT BE LIABLE TO THE VENTURE OR VENTURERS FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYS.

Limitation of Damages and Liability. THE MANAGING VENTURER OBLIGATIONS EXPRESSLY ASSUMED BY COMPANY IN SECTIONS 7 AND ITS DIRECTORS8 ARE IN LIEU OF ALL REPRESENTATIONS AND WARRANTIES, OFFICERSEXPRESS OR IMPLIED, AGENTS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SUITABILITY, DURABILITY, CONDITION, QUALITY OF THE EV EQUIPMENT AND ATTORNEYS WILL NOT BE LIABLE FITNESS FOR A PARTICULAR PURPOSE. HOST SPECIFICALLY WAIVES ALL RIGHT TO THE VENTURE OR VENTURERS MAKE A CLAIM AGAINST COMPANY FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT BREACH OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE WARRANTY OF THE MANAGING VENTURER EV EQUIPMENT. COMPANY FURTHER DISCLAIMS ALL LIABILITY FOR LOSS, DAMAGE OR SUCH PERSONS; PROVIDEDINJURY TO HOST, HOWEVERHOST'S PERSONNEL, THAT REPRESENTATIVES, GUESTS OR INVITEES TO OR ON THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE PREMISES (INCLUDING INDIVIDUALS WHO RESIDE AT THE PREMISES), THE PREMISES, ANY PERSONAL PROPERTY AT THE PREMISES, OR ANY THIRD PARTY AS A VENTURER’S DUTY RESULT OF LOYALTYANY DEFECTS, DUTY LATENT OR OTHERWISE, IN THE EV EQUIPMENT. HOST WILL ACCEPT THE EV EQUIPMENT IN AN "AS IS" CONDITION, BASED ON COMPANY'S ASSUMPTION OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE CONTINUING OBLIGATIONS SPECIFIED IN SECTIONS 7 AND OTHER VENTURERS UNDER THE ACT8. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER THE MANAGING VENTURER COMPANY NOR HOST WILL IN ANY VENTURER SHALL EVENT BE LIABLE FOR CONSEQUENTIALANY INCIDENTAL, INCIDENTALINDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE EV EQUIPMENT OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSTHIS AGREEMENT.

Limitation of Damages and Liability. THE MANAGING VENTURER OBLIGATIONS EXPRESSLY ASSUMED BY COMPANY IN SECTIONS 7 AND ITS DIRECTORS8 ARE IN LIEU OF ALL REPRESENTATIONS AND WARRANTIES, OFFICERSEXPRESS, AGENTS IMPLIED, AND ATTORNEYS STATUTORY, AND COMPANY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR RELATING TO THE SUITABILITY, DURABILITY, CONDITION, OR QUALITY OF THE EV EQUIPMENT. HOST SPECIFICALLY WAIVES ALL RIGHT TO MAKE A CLAIM AGAINST COMPANY FOR BREACH OF ANY WARRANTY OF THE EV EQUIPMENT. COMPANY FURTHER DISCLAIMS ALL LIABILITY FOR LOSS, DAMAGE, OR INJURY TO HOST, HOST'S PERSONNEL, REPRESENTATIVES, GUESTS, OR INVITEES TO OR ON THE PREMISES (INCLUDING INDIVIDUALS WHO RESIDE AT THE PREMISES), THE PREMISES, ANY PERSONAL PROPERTY AT THE PREMISES, OR ANY THIRD PARTY AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE EV EQUIPMENT. HOST WILL NOT ACCEPT THE EV EQUIPMENT IN AN "AS IS" CONDITION, BASED ON COMPANY'S ASSUMPTION OF THE CONTINUING OBLIGATIONS SPECIFIED IN SECTIONS 7 AND 8. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER COMPANY NOR HOST WILL IN ANY EVENT BE LIABLE TO THE VENTURE OR VENTURERS OTHER FOR ANY ACT OR OMISSIONINCIDENTAL, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDEDINDIRECT, HOWEVERSPECIAL, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTALEXEMPLARY, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE EV EQUIPMENT OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSTHIS AGREEMENT.

Limitation of Damages and Liability. THE MANAGING VENTURER AND IN NO EVENT SHALL LICENSOR OR ITS CONTROL PERSONS, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND ATTORNEYS WILL NOT BE RESPONSIBLE OR LIABLE TO THE VENTURE OR VENTURERS FOR ANY ACT LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR OMISSIONANY DIRECT, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIALINDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGESSPECIAL, LOST REVENUESEXEMPLARY, LOST PROFITS PUNITIVE OR OTHER BUSINESS INTERRUPTION DAMAGES OF LICENSEE OR ANY THIRD PARTY (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO LICENSEE'S USE OF THE TECHNOLOGY OR THE PROCESS AND/OR ACCOMPANYING DOCUMENTATION OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE AMOUNT, IF ANY, OF SHARES OR OTHER CONSIDERATION ACTUALLY RECEIVED BY STATUTELICENSOR UNDER THIS AGREEMENT. FURTHERMORE, IN TORT NO EVENT SHALL LICENSEE OR CONTRACTITS CONTROL PERSONS, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OF LICENSEE OR ANY THIRD PARTY (EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO LICENSOR'S USE OF THE TECHNOLOGY OR THE PROCESS AND/OR ATTORNEYSACCOMPANYING DOCUMENTATION OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.

Limitation of Damages and Liability. THE MANAGING VENTURER PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS WILL NOT BE LIABLE TO MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE VENTURE OR VENTURERS ESSENTIAL PURPOSES HEREOF. FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT BREACH OF ANY WILLFUL MISCONDUCT PROVISION FOR WHICH AN EXPRESS REMEDY OR GROSS NEGLIGENCE MEASURE OF THE MANAGING VENTURER OR SUCH PERSONS; DAMAGES IS PROVIDED, HOWEVERSUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THAT THE FOREGOING OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, THE OBLIGOR'S LIABILITY SHALL NOT BE CONSTRUED LIMITED TO ELIMINATE A VENTURER’S DUTY OF LOYALTYDIRECT ACTUAL DAMAGES ONLY, DUTY OF CARE SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACTDAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER THE MANAGING VENTURER NOR ANY VENTURER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURERPARTY, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, JOINT OR CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT ACTIVE OR NEGLIGENCEPASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, FAULT IMPOSED BY LAWTHE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE MANAGING VENTURER HARM OR ANY VENTURER, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSLOSS.

Limitation of Damages and Liability. THE MANAGING VENTURER AND IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND ATTORNEYS WILL NOT BE RESPONSIBLE OR LIABLE TO THE VENTURE OR VENTURERS FOR ANY ACT LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR OMISSIONANY DIRECT, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIALINDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGESSPECIAL, LOST REVENUESEXEMPLARY, LOST PROFITS PUNITIVE OR OTHER BUSINESS INTERRUPTION DAMAGES OF LICENSEE OR ANY THIRD PARTY (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO LICENSEE’S USE OF THE TECHNOLOGY OR THE PROCESS AND/OR ACCOMPANYING DOCUMENTATION OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE AMOUNT, IF ANY, OF SHARES OR OTHER CONSIDERATION ACTUALLY RECEIVED BY STATUTELICENSOR UNDER THIS AGREEMENT. FUTHERMORE, IN TORT NO EVENT SHALL LICENSEE OR CONTRACTITS AFFILIATES, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OF LICENSEE OR ANY THIRD PARTY (EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO LICENSOR’S USE OF THE TECHNOLOGY OR THE PROCESS AND/OR ATTORNEYSACCOMPANYING DOCUMENTATION OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL LICENSEE’S LIABILITY EXCEED THE AMOUNT, IF ANY, OF SHARES OR OTHER CONSIDERATION ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT.

Limitation of Damages and Liability. THE MANAGING VENTURER OBLIGATIONS EXPRESSLY ASSUMED BY COMPANY IN SECTIONS 7 AND ITS DIRECTORS8 ARE IN LIEU OF ALL REPRESENTATIONS AND WARRANTIES, OFFICERSEXPRESS, AGENTS IMPLIED, AND ATTORNEYS STATUTORY, AND COMPANY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR RELATING TO THE SUITABILITY, DURABILITY, CONDITION, OR QUALITY OF THE EV EQUIPMENT. HOST SPECIFICALLY WAIVES ALL RIGHT TO MAKE A CLAIM AGAINST COMPANY FOR BREACH OF ANY WARRANTY OF THE EV EQUIPMENT. COMPANY FURTHE DISCLAIMS ALL LIABILITY FOR LOSS, DAMAGE, OR INJURY TO HOST, HOST'S PERSONNEL, REPRESENTATIVES, GUESTS, OR INVITEES TO OR ON THE PREMISES (INCLUDING INDIVIDUALS WHO RESIDE AT THE PREMISES), THE PREMISES, ANY PERSONAL PROPERTY AT THE PREMISES, OR ANY THIRD PARTY AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE EV EQUIPMENT. HOST WILL NOT ACCEPT THE EV EQUIPMENT IN AN "AS IS" CONDITION, BASED ON COMPANY'S ASSUMPTION OF THE CONTINUING OBLIGATIONS SPECIFIED IN SECTIONS 7 AND 8. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER COMPANY NOR HOST WILL IN ANY EVENT BE LIABLE TO THE VENTURE OR VENTURERS OTHER FOR ANY ACT OR OMISSIONINCIDENTAL, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDEDINDIRECT, HOWEVERSPECIAL, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTALEXEMPLARY, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE EV EQUIPMENT OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURER, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSTHIS AGREEMENT.

Limitation of Damages and Liability. (a) THE MANAGING VENTURER AND ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS WILL PROVIDER SHALL NOT BE LIABLE TO THE VENTURE USER IN CONNECTION WITH THIS AGREEMENT OR VENTURERS THE PROVISION OF SERVICES HEREUNDER: (i) FOR ANY ACT DAMAGES ARISING OUT OF HARDWARE OR OMISSIONSOFTWARE DEFECT, EXCEPT TO THE EXTENT OF ERROR OR MALFUNCTION; (ii) FOR ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDEDINDIRECT, HOWEVERSPECIAL, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY THE PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURERSERVICES HEREUNDER, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY) OR OTHERWISE, GROSS EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PROVIDER IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME; (iii) FOR LOST OR ANTICIPATED REVENUES OR PROFITS ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE PROVISION OF, OR FAILURE TO PROVIDE, SERVICES HEREUNDER, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PROVIDER IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME; or (iv) FOR ANY DIRECT DAMAGES, UNLESS SUCH DIRECT DAMAGES ARISE FROM A BREACH OF THIS AGREEMENT OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER PROVIDER. (b) THE PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR ANY VENTURERTHE PROVISION OF, ITS DIRECTORSOR FAILURE TO PROVIDE, OFFICERS, AGENTS AND/OR ATTORNEYSSERVICES HEREUNDER.

Limitation of Damages and Liability. THE MANAGING VENTURER AND ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS WILL NOT BE LIABLE (a) TO THE VENTURE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR, ITS CONTRACTORS, ITS SUPPPLIERS, ITS DISTRIBUTORS OR VENTURERS FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL AFFILIATES BE LIABLE FOR CONSEQUENTIALANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY INDIRECT, OR INDIRECT DAMAGESCONSEQUENTIAL DAMAGES WHATSOEVER, LOST REVENUESINCLUDING, LOST BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION DAMAGESINTERRUPTION, BY STATUTEFOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF DATA, FOR FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH AND OF REASONABLE CARE), FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF OR IN TORT ANY WAY RELATED TO THE SOFTWARE, ANY SERVICES OR CONTRACTINFORMATION AVAILABLE THROUGH IT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS FAILURE OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, EVEN IN THE INTENT EVENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETOFAULT, TORT (INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURERNEGLIGENCE), WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAWMISREPRESENTATION, STRICT LIABILITY, GROSS NEGLIGENCE BREACH OF CONTRACT, OR WILLFUL MISCONDUCT BREACH OF WARRANTY OF LICENSOR, ITS CONTRACTORS, ITS SUPPPLIERS, ITS DISTRIBUTORS OR AFFILIATES AND EVEN IF LICENSOR, ITS CONTRACTORS, ITS SUPPPLIERS, ITS DISTRIBUTORS OR AFFILIATES HAS BEEN ADVISED OF THE MANAGING VENTURER OR POSSIBILITY OF SUCH DAMAGES. Some jurisdictions, local and international, do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. (b) NOTWITHSTANDING ANY VENTURERDAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF LICENSOR UNDER ANY PROVISION OF THIS ▇▇▇▇, AND YOUR EXCLUSIVE REMEDY HEREUNDER WILL BE LIMITED TO THE AMOUNT OF FEES YOU PAID FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSESSENTIAL PURPOSE.

Limitation of Damages and Liability. THE MANAGING VENTURER AND ENTIRE RISK ARISING OUT OF THE USE OF THE SITE, THE MAKING OF ANY DONATION OFFERED ON OR IN CONNECTION WITH THE SITE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL NCU FOUNDATION, ITS LICENSORS OR ANY OF ITS OFFICERS, DIRECTORS, OFFICERSEMPLOYEES, AGENTS AND ATTORNEYS WILL NOT BE LIABLE TO THE VENTURE OR VENTURERS FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INTERRUPTION DAMAGESPROFITS, BY STATUTEBUSINESS INTERRUPTION, IN TORT LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS OF USE OR THE MAKING OF OR INABILITY TO MAKE ANY DONATIONS, OR THE USE OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SOFTWARE, AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE WHETHER BASED ON CONTRACT, UNDER ANY INDEMNITY PROVISION TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IT IS THE INTENT OTHERWISE EVEN IF NCU FOUNDATION HAS BEEN ADVISED OF THE MANAGING VENTURER POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT NCU FOUNDATION SHALL HAVE IS LIMITED TO THE AMOUNT OF ANY DONATIONS ACTUALLY MADE TO NCU FOUNDATION BY YOU. YOU ACKNOWLEDGE AND THE VENTURERS AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN IMPOSED ON REMEDIES REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND THE MEASURE FUNDAMENTAL BREACH OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE MANAGING VENTURER BARGAIN BETWEEN THE PARTIES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR ANY VENTURERTHE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE SOME OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ALL OF THE MANAGING VENTURER ABOVE DISCLAIMERS, EXCLUSIONS, OR ANY VENTURERLIMITATIONS MAY NOT APPLY TO YOU, ITS DIRECTORS, OFFICERS, AGENTS AND/OR ATTORNEYSAND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Damages and Liability. THE MANAGING VENTURER AND ITS DIRECTORS, OFFICERS, AGENTS AND ATTORNEYS WILL NOT BE LIABLE TO THE VENTURE OR VENTURERS FOR ANY ACT OR OMISSION, EXCEPT TO THE EXTENT OF ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE MANAGING VENTURER OR SUCH PERSONS; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION IN NO EVENT SHALL NOT BE CONSTRUED TO ELIMINATE A VENTURER’S DUTY OF LOYALTY, DUTY OF CARE OR OBLIGATION OF GOOD FAITH TO THE VENTURE AND OTHER VENTURERS UNDER THE ACT. NEITHER THE MANAGING VENTURER NOR ANY VENTURER SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE MANAGING VENTURER AND THE VENTURERS THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE MANAGING VENTURER OR ANY VENTURER, WHETHER SUCH NEGLIGENCE BE JOINT, SOLE, CONCURRENT, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE, FAULT IMPOSED BY LAW, STRICT LIABILITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGING VENTURER OR ANY VENTURERRSI, ITS DIRECTORS, OFFICERS, AGENTS AND/AGENTS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR ATTORNEYSCONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREE- MENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUE OR OTHERWISE) EVEN IF RSI HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF BUSINESS OPPOR- TUNITIES, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COST OF RECREATING DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY, OR CLAIMS OF THIRD PARTIES FOR SUCH DAMAGE. IN NO EVENT SHALL RSI’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE ACTUAL AMOUNTS PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EX- PIRATION OR TERMINATION OF THIS AGREEMENT AND SHALL APPLY EVEN IF THE LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.