Common use of Limitation of Liabilities Clause in Contracts

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. A. Infragistics' and its licensors'/suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XII.B, shall be, at Infragistics' option, either: (ai) REGARDLESS return of the purchase price paid, or (ii) repair or replacement of the defective SOFTWARE. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period. B. Infragistics' total, aggregate liability, whether in contract, tort, or otherwise, arising out of Your use or the use of Your employees or consultants of, or in connection with, the SOFTWARE, or otherwise under this LICENSE, shall in no event exceed the amount of the license fee paid or payable by You to Infragistics, if any, under this LICENSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION C. IN NO EVENT SHALL INFRAGISTICS OR ITS SUPPLIERS BE LIABLE TO YOUR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY OTHER PROVISION LOSS) ARISING OUT OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY THE USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICESOFTWARE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE CONNECTION WITH THIS LICENSE, REGARDLESS OF THE SOFTWARE BY LICENSEE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR BY SOMEONE WHO EITHER TOOK OTHERWISE, EVEN IF INFRAGISTICS HAS BEEN ADVISED OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE IS OTHERWISE AWARE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEPOSSIBILITY OF SUCH DAMAGES. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development D. Some states and design processes and requires considerable skill and judgment jurisdictions do not allow the exclusion or limitation of liability for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations consequential or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, incidental damages, liability (including from or the Indemnified Parties’ negligence with respect exclusion of implied warranties, so the limitations in Sections XIII.B and XIII.C may not apply to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s)you.

Limitation of Liabilities. A. Infragistics and its licensors'/suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XII.B, shall be, at Infragistics option, either: (ai) REGARDLESS return of the purchase price paid, or (ii) repair or replacement of the defective SOFTWARE. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period. B. Infragistics total, aggregate liability, whether in contract, tort, or otherwise, arising out of Your use or the use of Your employees or consultants of, or in connection with, the SOFTWARE, or otherwise under this LICENSE, shall in no event exceed the amount of the license fee paid or payable by You to Infragistics, if any, under this LICENSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION C. IN NO EVENT SHALL INFRAGISTICS OR ITS SUPPLIERS BE LIABLE TO YOUR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY OTHER PROVISION LOSS) ARISING OUT OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY THE USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICESOFTWARE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE CONNECTION WITH THIS LICENSE, REGARDLESS OF THE SOFTWARE BY LICENSEE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR BY SOMEONE WHO EITHER TOOK OTHERWISE, EVEN IF INFRAGISTICS HAS BEEN ADVISED OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE IS OTHERWISE AWARE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEPOSSIBILITY OF SUCH DAMAGES. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development D. Some states and design processes and requires considerable skill and judgment jurisdictions do not allow the exclusion or limitation of liability for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations consequential or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, incidental damages, liability (including from or the Indemnified Parties’ negligence with respect exclusion of implied warranties, so the limitations in Sections XIII.B and XIII.C may not apply to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s)you.

Limitation of Liabilities. (a) REGARDLESS To the extent permitted by law, no Party’s directors, members of its governing bodies, officers or employees, or in the case of Buyer any of its members or their governing bodies, officers or employees, shall be liable to any other party or parties for any loss or damage to property, loss of earnings or revenues, personal injury, or any other direct, indirect, or consequential damages or injury, or punitive damages, which may occur or result from the performance or non-performance of this Agreement, including any negligence arising hereunder. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE 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, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF THIS AGREEMENTDAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER GROVE SOFTWARE NOR ITS AGENTS PARTY SHALL BE LIABLE FOR (1) ANY INDIRECTCONSEQUENTIAL, SPECIALINCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES INDIRECT DAMAGES, LOST PROFITS OR LOSSES (INCLUDING BUT NOT LIMITED OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO LOST PROFITS) CAUSED EITHER BY ANY USE THE PROVISIONS OF SECTION 8.3, IT IS THE INTENT OF THE SOFTWARE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR BY CAUSES RELATED THERETO, INCLUDING THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS NEGLIGENCE OF ANY SERVICEPARTY, PRODUCTS WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR ACTIONS OF CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE SOFTWARE BY LICENSEE HARM OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEELOSS. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. (a) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ▇▇▇▇▇▇▇ SHALL NOT BE LIABLE TO THE PURCHASER FOR PERSONAL INJURY, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR OTHER COSTS, CHARGES, PENALTIES OR LIQUIDATED DAMAGES, REGARDLESS OF ANY WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHER PROVISION OF THIS AGREEMENTLEGAL OR EQUITABLE PRINCIPLES, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE EVEN IF ADVISED OF THE SOFTWARE POSSIBILITY OF SUCH LOSS OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE DAMAGE OR ITS AGENTS BE LIABLE FOR ANY IF SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICELOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. Notwithstanding any provision of this Warranty or otherwise, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is ▇▇▇▇▇▇▇ will not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence liable with respect to the Program(sGoods under any contract, negligence, strict liability or other legal or equitable principles for (i) any amount in excess of the purchase price paid for the defective Goods, or (ii) loss of actual or anticipated profits (including loss of profits on contracts), loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, business interruption or any other commercial damages or losses, and support thereof) the cost of the installation or removal of any products, the installation or replacement of replacement products, and any inspection, testing, or redesign caused by any defect or by the repair or replacement of products arising from a defect in any product. For greater certainty, ▇▇▇▇▇▇▇ shall not be responsible for any labour or other costs, expenses or disbursements incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use the Purchaser, or by any employee, agent, servant or other person engaged to act on the Purchaser’s behalf, arising from or in connection with the installation, maintenance, treatment, repair, replacement, removal or storage of the Program(s)Goods. The foregoing limitations apply even if ▇▇▇▇▇▇▇ cannot or does not repair or replace any defective Goods and the Purchaser’s exclusive remedy fails of its essential purpose. THE PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE GOODS AND ANY SERVICES PROVIDED BY ▇▇▇▇▇▇▇ IN CONNECTION WITH THE GOODS OR THIS WARRANTY IS AT THE PURCHASER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE PURCHASER.

Limitation of Liabilities. Customer acknowledges that it is solely responsible for providing current, accurate and complete Customer Data of each of its Authorized Users (including the enrollment of new Authorized Users) and under no circumstances will SuccessionHR be liable for Customer’s failure to do so. Customer shall indemnify SuccessionHR for any such failure pursuant to Section 10(d)(i). The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: a) REGARDLESS AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF SUCCESSIONHR IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAYABLE BY CUSTOMER TO SUCCESSIONHR UNDER THE APPLICABLE SALES ORDER IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL SUCCESSIONHR’S THIRD PARTY SUPPLIERS HAVE ANY OTHER PROVISION LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL IN NO EVENT WILL SUCCESSIONHR BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (1I) ANY INDIRECTSPECIAL, SPECIALEXEMPLARY, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE EVEN IF NOTIFIED IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE ADVANCE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEPOSSIBILITIES OF SUCH DAMAGES. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL IN NO EVENT WILL LICENSOR BE LIABLE FOR (1) ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, PUNITIVEINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, CONSEQUENTIALWHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, EXEMPLARY INCLUDING NEGLIGENCE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR INCIDENTAL ANY SUBLICENSEE OR ANY OTHER ENTITY FOR ANY DAMAGES OR LOSSES (INCLUDING BUT LOSS CAUSED BY DELAY IN DELIVERY OR FURNISHING OF DATA USING THE INTELLECTUAL PROPERTY. IN ADDITION, LICENSOR SHALL NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS KIND WHATSOEVER IN EXCESS OF ANY OTHER PERSONTWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00). LICENSEE THE FOREGOING LIMITATIONS SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM NOT APPLY TO (1I) INDEMNIFICATION OBLIGATIONS; (II) ANY AND ALL LIABILITY CLAIMS FOR PERSONAL INJURY OR DEATH, OR DAMAGE TO PERSONS PROPERTY; OR PROPERTY OCCASIONED WHOLLY (III) ANY CLAIMS BASED UPON LICENSOR'S GROSS NEGLIGENCE OR IN PART FROM THE USE WILLFUL MISCONDUCT; OR ATTEMPTED USE (IV) BREACHES OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEECONFIDENTIALITY OBLIGATIONS. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. (a) REGARDLESS Except as expressly provided to the contrary in a writing by Us, our Services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY OTHER PROVISION KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF THIS AGREEMENTMERCHANTABILITY, NEITHER GROVE SOFTWARE NOR ITS FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. Except as otherwise required by law, IN NO EVENT SHALL TECHROO, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR (1) ANY DIRECT, INDIRECT, SPECIALCONSEQUENTIAL OR SPECIAL DAMAGES, PUNITIVEOR ANY OTHER DAMAGES OF ANY KIND, CONSEQUENTIALINCLUDING, EXEMPLARY BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR INCIDENTAL DAMAGES OR LOSSES LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO LOST PROFITSNEGLIGENCE) CAUSED EITHER BY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM TECHROO, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TECHROO'S RECORDS, PROGRAMS OR SERVICES. Exchanges via our Services cannot be canceled by TECHROO. Therefore, check the details of your exchange details before making such exchange. TECHROO is not responsible for your crypto assets once they have been sent outside of the Services. Moreover, TECHROO doesn’t guarantee the uptime of the exchange. To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE ACTS AGGREGATE LIABILITY OF TECHROO (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, TECHROO OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO TECHROO WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY SERVICECLAIM GIVING RISE TO SUCH LIABILITY. We strive to protect our users from fraudulent and scam activities in the sphere of crypto assets. It is possible, PRODUCTS OR ACTIONS OF ANY OTHER PERSONthat some crypto assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. LICENSEE SHALL TECHROO cooperates with law enforcements agencies and other competent authorities in order to determine and disclose such crypto assets. We reserve the right to prohibit and discontinue any Exchanges via our Services with such crypto asset at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD TECHROO HARMLESS GROVE SOFTWARE AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY EXCHANGES IN OUR WEBSITE WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEECRYPTO ASSET. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. You acknowledge and agree that ▇▇▇▇▇▇ is only willing to provide the Loopie Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Loopie and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys’ fees and costs (acollectively, “Liabilities”) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTthat have arisen or may arise, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL relating to your or any other party’s use of or inability to use the Loopie Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User or Service Provider (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User or Service Provider, any instruction, advice, act, or service provided by Loopie and Affiliates. UNDER NO CIRCUMSTANCES WILL LOOPIE AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR (1) ANY DIRECT, INDIRECT, SPECIALINCIDENTAL, PUNITIVEACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST CLOTHING, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY LOOPIE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) CAUSED EITHER BY ANY ARISING IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICELOOPIE PLATFORM, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE EVEN IF ADVISED OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED POSSIBILITY OF THE SOFTWARE FROM LICENSEE, (2) ALL SAME. LOOPIE AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS LOOPIE PLATFORM. LOOPIE AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL THE QUALITY OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE FITNESS OF ANY CLAIMS OR SUIT ARISING FROM WORK PERFORMED VIA THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEELOOPIE PLATFORM. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. To the extent permitted by law, no Party’s directors, members of its governing bodies, officers or employees shall be liable to any other party or parties for any loss or damage to property, loss of earnings or revenues, personal injury, or any other direct, indirect, or consequential damages or injury, or punitive damages, which may occur or result from the performance or non-performance of this Agreement, including any negligence arising hereunder. Any liability or damages faced by an officer or employee of a federal agency or by that agency that would result from the operation of this provision shall not be inconsistent with federal law. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE 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, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY (a) REGARDLESS WHICH SHALL INCLUDE PTCs, AS APPLICABLE), SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 9.4, IT IS THE INTENT OF THE 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 ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. PRIOR TO THE COMMERCIAL OPERATION DATE, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECTEACH PARTY'S LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL CAUSES (AND WHETHER SUCH LIABILITY FOR INJURY IS BASED IN CONTRACT, TORT OR OTHERWISE) SHALL BE LIMITED TO PERSONS FIVE HUNDRED THOUSAND DOLLARS ($500,000), EXCEPT THAT SUCH LIMITATION SHALL NOT (A) APPLY IN CASES WHERE A PARTY WILLFULLY BREACHES OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).REPUDIATES THIS AGREEMENT,

Limitation of Liabilities. (a) REGARDLESS 13.1 Neither party shall be liable for indirect, incidental or consequential damages, including, but not limited to, lost profits, under any part of this Agreement even if advised in advance of the possibility of such damages. The above limitations of liability, however, shall not apply to any of the parties' indemnification obligations contained herein. 13.2 Except as set forth in Section 12, in no event shall either patt▇ ▇▇ liable for any damages whatsoever arising out or related to this Agreement, in excess of [*], The foregoing does not apply to obligations to make payments under this Agreement. 13.3 EXCEPT AS SET FORTH IN SECTIONS 9 AND 10, THE IBM ANTIVIRUS, IBM ANTIVIRUS IMMUNE SYSTEM, SYMANTEC ANTIVIRUS PRODUCTS FOR OS/2, LOTUS NOTES FOR OS/390, LOTUS NOTES FOR AIX, LOTUS NOTES FOR OS/400, NATIVE OS/2 AND DERIVATIVE WORKS THEREOF ARE PROVIDED "AS IS." EXCEPT AS SET FORTH IN SECTIONS 9 AND 10, NEITHER PARTY MAKES ANY WARRANTIES OF ANY OTHER PROVISION OF THIS AGREEMENTKIND, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECTEITHER EXPRESS OR IMPLIED, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECTTHE IBM ANTIVIRUS, INCIDENTALIBM ANTIVIRUS IMMUNE SYSTEM, SPECIAL SYMANTEC ANTIVIRUS PRODUCTS FOR OS/2, LOTUS NOTES FOR OS/390, LOTUS NOTES FOR AIX, LOTUS NOTES FOR OS/400, NATIVE OS/2 OR CONSEQUENTIAL DAMAGES, DERIVATIVE WORKS THEREOF. BOTH PARTIES EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development FITNESS FOR A PARTICULAR PURPOSE. 14 GENERAL *Certain information on this page has been omitted and design processes and requires considerable skill and judgment for its correct use and for filed separately with the interpretation of the computed resultsCommission. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence Confidential treatment has been requested with respect to the Program(somitted portions. 25 14.1 The parties agree that information exchanged under this Agreement that is considered by either party to be confidential will be subject to the terms of the Confidential Disclosure Agreement (CDA) 499AU6756 dated December 19, 1997 and support thereof) incurred its Supplements. In addition, neither party will not provide to the other party any confidential information of any third party unless provided under the CDA. 14.2 Each party agrees not to disclose to any third party the terms of this Agreement, or anything related to the Parties' relationship hereunder, without the express written consent of the other party (any such written consent shall require, at a minimum a prior written confidential obligation by such Indemnified Parties (including reasonably attorneys’ fees) third parties), except as a result of Licensee's use may be required by law or government rule or regulation or to establish its rights under this Agreement; provided, however, that if one of the Program(s)parties is seeking to disclose such information for any reason, then the disclosing party shall limit the disclosure to the extent required, shall allow the other party to review the information to be disclosed prior to such disclosure, and shall apply, where available, for confidentiality, protective orders, and the like. Such review by the other party shall not be construed to make the non-disclosing party responsible for the contents of the disclosure and the disclosing party shall remain solely responsible for such contents. 14.3 Except as specifically provided herein, nothing in this Agreement shall be construed as: (1) prohibiting or restricting either party or their Subsidiaries from independently developing, having developed independently, acquiring, licensing, distributing or marketing products, services and other materials which are competitive in any form or (2) guaranteeing that either party or its Subsidiaries shall announce, or otherwise offer for sale or lease, any product or service, except as expressly set forth in this Agreement. Nothing in this Agreement shall be construed as affecting either party's pricing of products or services. Nothing in this Agreement obligates IBM or its Subsidiaries to announce or market products or services in any quantity or in any particular manner. 14.4 Each party is acting solely as an independent company. This Agreement shall not be construed to establish any form of partnership, agency, franchise or joint venture of any kind between Symantec and IBM, nor to constitute either party as the agent, employee, legal representative, or any other form of representative of the other. This Agreement shall not be construed to provide for any sharing of profits or losses between the parties. Each party acknowledges that is has not relied on any promises, inducements, representations, or other statements made by the other party regarding the commercial viability, profitability or success of any products or services, and that each party's decision to enter into this Agreement is made independently from the other party. 14.5 This Agreement shall be governed by, and the legal relations between the parties hereto shall be determined in accordance with, the substantive laws of the State of New York, without regard to any conflict of laws principles, as if this Agreement was executed in and fully performed within the State of New York. The United Nations' Convention on International Sale of Goods shall not apply to this Agreement. Each party hereby waives any right to a trial by jury in any dispute arising under or in connection with this Agreement, and agrees that any dispute hereunder be tried by a judge without a jury. 14.6 No right, interest, privilege or obligation of this Agreement shall be assigned or delegated by either party, without the other party's prior written permission. Any act in derogation of the foregoing shall be null and void. Notwithstanding the foregoing, a party may delegate its obligations to perform development work or support work hereunder, but such party shall remain obligated for performance of such work. 14.7 All communications between the parties under this Agreement shall be carried out through or under the supervision of the following contract coordinators:

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTEnd-User and Administrator understand that FAESC obtains the information reported in the Consumer Reports from various third party sources “AS IS” and is therefore providing the information to End-User and Administrator “AS IS”. End-User and Administrator acknowledge and understand that this information may be obtained through procedures and means that are fallible and subject to human error. Therefore, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECTFAESC MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, SPECIALEXPRESS OR IMPLIED, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY USE OF THE SOFTWARE CONSUMER REPORT, THAT WILL MEET END-USER’S NEEDS, OR BY THE INABILITY TO USE IT; NEITHER THAT WILL BE PROVIDED ON AN UNINTERRUPTED BASIS, AND FAESC EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. FAESC SHALL GROVE SOFTWARE OR ITS AGENTS NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES FOR LOSS OF PROFITS, WHETHER INCURRED AS A RESULT OF NEGLIGENCE OR OTHERW ISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES CAUSED BY DAMAGES. FAESC SHALL USE REASONABLE PROCEDURES TO ACCURATELY REPORT THE ACTS INFORMATION IN ACCORDANCE WITH THE FCRA OR OTHER LEGAL LIMITATION FROM THE THIRD PARTY SOURCES, AND THE END-USER’S SOLE REMEDY FOR ANY CONSUMER REPORT ORDERED FROM FAESC SHALL BE THE REPERFORMANCE OF ANY SERVICETHE CONSUMER REPORT AT NO ADDITIONAL COST. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN COMPLIANCE WITH THE LAWS AND THE USE OF THE CONSUMER REPORTS, PRODUCTS OR ACTIONS OF ANY AND HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLDS HARMLESS THE OTHER PERSON. LICENSEE SHALL INDEMNIFY PARTIES FROM AND HOLD HARMLESS GROVE SOFTWARE FROM (1) AGAINST ANY AND ALL LIABILITY FOR INJURY TO PERSONS CLAIMS, SUITS, PROCEEDINGS, DAMAGES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES AND COURT COSTS) BROUGHT AGAINST, OR PROPERTY OCCASIONED WHOLLY SUFFERED BY SUCH PARTY ARISING OR RESULTING FROM, OR OTHERWISE IN PART FROM THE USE OR ATTEMPTED CONNECTION WITH, ANY BREACH OF ITS COMPLIANCE RESPONSIBILITIES, USE OF THE SOFTWARE BY LICENSEE REPORT, OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OF ITS REPRESENTATIONS, WARRANTIES, OR SUIT ARISING FROM THE USE AGREEMENTS IN THIS AGREEMENT OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE ITS GROSS NEGLIGENCE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEWILLFUL MISCONDUCT. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTTosoh’s sole and exclusive remedy for Tosoh’s negligence, NEITHER GROVE SOFTWARE NOR ITS AGENTS breach of warranty, breach of contract or for any other liability in any way connected with or arising out of this Agreement, the Products or warranty service furnished on the Instruments shall be the repair or replacement of non-conforming Products, or, if Tosoh is unable or chooses not to repair or replace non-conforming Products, the crediting to Customer’s account of the price that has been paid for the non-conforming Products and the cancellation of any obligation to pay the unpaid portions of the price of the non- conforming Products. Tosoh’s liability to Customer hereunder with respect to any Product shall in no event exceed the amount paid by Customer hereunder for such Product. Tosoh’s total aggregate liability to Customer arising out of or relating to this Agreement, the Products and warranty service furnished on the Instruments shall in no event exceed the total amount paid by Customer hereunder. IN NO EVENT SHALL TOSOH BE LIABLE FOR (1) ANY INDIRECTCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY LOSS OF USE OR INCIDENTAL DAMAGES PROFITS OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECTSPECIAL, INCIDENTAL, SPECIAL INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE ARISING OUT OF ANY CLAIMS OR SUIT ARISING FROM RELATED TO THIS AGREEMENT OR THE USE OR ATTEMPTED USE PERFORMANCE OF THE SOFTWARE BY LICENSEE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR BY SOMEONE WHO EITHER TOOK TORT (INCLUDING NEGLIGENCE) OR RECEIVED OTHERWISE, AND WHETHER OR NOT TOSOH HAS BEEN ADVISED OF THE SOFTWARE FROM LICENSEEPOSSIBILITY OF SUCH DAMAGES. EACH LIMITATION OF LIABILITY OR LIMITED OR EXCLUSIVE REMEDY SET FORTH IN THIS AGREEMENT IS INDEPENDENT OF ANY OTHER LIMITATION OF REMEDY AND IF ANY SUCH LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE, THAT SHALL NOT AFFECT THE VALIDITY OF ANY OTHER SUCH LIMITATION OF REMEDY. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).

Limitation of Liabilities. (a) REGARDLESS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, DESTINEER AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES, THE SKYTEL NETWORK, THE DEVICES OR THE ANCILLARY SERVICES, AND HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF ANY OTHER PROVISION MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. Under no circumstances shall Destineer or its Affiliates be liable to Reseller or any other Person, including, without limitation, Subscribers, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays or interruptions in the receipt, transmission or storage of any messages, signals or information arising out of or in connection with the Services or use of the SkyTel Network. WITHOUT LIMITING THE GENERALITY OF THIS AGREEMENTTHE FOREGOING, NEITHER GROVE SOFTWARE NOR DESTINEER AND ITS AGENTS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY TO RESELLER OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY , INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE REGARDLESS OF THE SOFTWARE BY LICENSEE FORM OF ACTION, EVEN IF DESTINEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEOTHERWISE. (b) The Program(s) is a mathematical analysis tool intended Reseller acknowledges that the term "Guaranteed Delivery" (or terms of similar connotation), as used in conjunction with the Services provided over the Advanced Messaging network, refers to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation certain technical functionality of the computed resultsnetwork and the ability of the network to repeatedly deliver messages to a Device for a predetermined period until receipt is acknowledged, as well as the ability of the network to make undelivered messages available for retrieval. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor Reseller further acknowledges that Destineer's and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's ' use of any such term does not constitute a representation or warranty, express or implied, regarding any of the Program(s)Services.

Limitation of Liabilities. With the exception of claims caused by ▇▇▇▇▇’▇ negligence or willful misconduct, and to the fullest extent permitted by applicable Laws, ▇▇▇▇▇’▇ (aincluding its Affiliates) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTtotal liability to End-User pursuant to this Agreement ("Limitation of Liability") shall not exceed the amounts paid by End-User and collected by ▇▇▇▇▇ pursuant to this Agreement within the twelve (12) month period immediately preceding the event(s) giving rise to the claim. ▇▇▇▇▇`s liability shall be further limited to the extent that any Applicant or Employee conduct giving rise to the claim, NEITHER GROVE SOFTWARE NOR and the damages sustained thereby, are reasonably of the same class as the Consumer Report record(s) at issue (e.g., should ▇▇▇▇▇ fail to accurately report an Applicant`s motor vehicle record containing a moving violation, and if the Applicant is subsequently terminated by End-User for poor performance in a non-driving capacity, such performance would not be conduct of the same class as the moving violation). With respect to ▇▇▇▇▇`s liability relating to any Applicant or Employee claim alleging inaccurate or incomplete Consumer Report information, End-User shall, prior to having taken any action adverse to the Applicant based on the inaccurate or incomplete Consumer Report information, have provided ▇▇▇▇▇ a reasonable opportunity to reinvestigate the disputed information in accordance with ▇▇▇▇▇`s FCRA-imposed reinvestigation obligations and deadlines, and End-User shall indemnify ▇▇▇▇▇ for failure to do so. IN NO EVENT ▇▇▇▇ ▇▇▇▇▇ OR ITS AGENTS SHALL AFFILIATES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESORS OR ASSIGNS ("AFFILIATED PERSON(S)") BE LIABLE TO END-USER FOR (1) ANY INDIRECTLOST REVENUE, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE EVEN IF ADVISED OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED POSSIBILITY OF SUCH DAMAGES. THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY UNDER THIS SECTION CONSTITUTE A FUNDAMENTAL BASIS OF THEIR BARGAIN AND ACKNOWLEDGE THAT THE FEES SET FORTH IN THIS AGREEMENT ARE BASED IN PART ON THE LIMITATIONS OF LIABILITY IN THIS SECTION. ▇▇▇▇▇ and End-User shall each use good faith reasonable efforts to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations mitigate any potential damages or other testing by License. Licensee agrees adverse consequences arising from or related to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s)this Agreement.

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTTosoh’s sole and exclusive remedy for Tosoh’s negligence, NEITHER GROVE SOFTWARE NOR ITS AGENTS breach of warranty, breach of contract or for any other liability in any way connected with or arising out of this Agreement, the Products or warranty service furnished on the Instruments shall be the repair or replacement of non-conforming Products, or, if Tosoh is unable or chooses not to repair or replace non- conforming Products, the crediting to Customer’s account of the price that has been paid for the non- conforming Products and the cancellation of any obligation to pay the unpaid portions of the price of the non-conforming Products. Tosoh’s liability to Customer hereunder with respect to a Product shall in no event exceed the amount paid by Customer hereunder for such Product. Tosoh’s total aggregate liability to Customer arising out of or relating to this Agreement, the Products and warranty service furnished on the Instruments shall in no event exceed the total amount paid by Customer hereunder. IN NO EVENT SHALL TOSOH BE LIABLE FOR (1) ANY INDIRECTCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY LOSS OF USE OR INCIDENTAL DAMAGES PROFITS OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECTSPECIAL, INCIDENTAL, SPECIAL INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE ARISING OUT OF ANY CLAIMS OR SUIT ARISING FROM RELATED TO THIS AGREEMENT OR THE USE OR ATTEMPTED USE PERFORMANCE OF THE SOFTWARE BY LICENSEE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR BY SOMEONE WHO EITHER TOOK TORT (INCLUDING NEGLIGENCE) OR RECEIVED OTHERWISE, AND WHETHER OR NOT TOSOH HAS BEEN ADVISED OF THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed resultsPOSSIBILITY OF SUCH DAMAGES. EACH LIMITATION OF LIABILITY OR LIMITED OR EXCLUSIVE REMEDY SET FORTH IN THIS AGREEMENT IS INDEPENDENT OF ANY OTHER LIMITATION OF REMEDY AND IF ANY SUCH LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE, THAT SHALL NOT AFFECT THE VALIDITY OF ANY OTHER SUCH LIMITATION OF REMEDY. The Program(s) allocation of risk in these Terms and Conditions of Sale is not intended material to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectivelythis transaction, the “Indemnified Parties”) harmless from limitations of liability in this Section will be given full effect, and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) Customer acknowledges and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result agrees that ▇▇▇▇▇ would not enter into this transaction without these limitations of Licensee's use of the Program(s)liability.

Limitation of Liabilities. A. Infragistics' and its licensors’/suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section IX.B, shall be, at Infragistics' option, either: (ai) REGARDLESS return of the purchase price paid, or (ii) repair or replacement of the defective SOFTWARE. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period. B. Infragistics' total, aggregate liability, whether in contract, tort, or otherwise, arising out of Your use or the use of Your employees or consultants of, or in connection with, the SOFTWARE, or otherwise under this LICENSE, shall in no event exceed the amount of the license fee paid or payable by You to Infragistics, if any, under this LICENSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. C. IN NO EVENT SHALL INFRAGISTICS OR ITS SUPPLIERS BE LIABLE TO YOUR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY OTHER PROVISION LOSS) ARISING OUT OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY THE USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICESOFTWARE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE CONNECTION WITH THIS LICENSE, REGARDLESS OF THE SOFTWARE BY LICENSEE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR BY SOMEONE WHO EITHER TOOK OTHERWISE, EVEN IF INFRAGISTICS HAS BEEN ADVISED OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE IS OTHERWISE AWARE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEEPOSSIBILITY OF SUCH DAMAGES. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development D. Some states and design processes and requires considerable skill and judgment jurisdictions do not allow the exclusion or limitation of liability for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations consequential or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, incidental damages, liability (including from or the Indemnified Parties’ negligence with respect exclusion of implied warranties, so the limitations in Sections X.B and X.C may not apply to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s)you.

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTTosoh’s sole and exclusive remedy for Tosoh’s negligence, NEITHER GROVE SOFTWARE NOR ITS AGENTS breach of warranty, breach of contract or for any other liability in any way connected with or arising out of this Agreement, the Products or warranty service furnished on the Instruments shall be the repair or replacement of non-conforming Products, or, if Tosoh is unable or chooses not to repair or replace non- conforming Products, the crediting to Customer’s account of the price that has been paid for the non- conforming Products and the cancellation of any obligation to pay the unpaid portions of the price of the non-conforming Products. Tosoh’s liability to Customer hereunder with respect to a Product shall in no event exceed the amount paid by Customer hereunder for such Product. Tosoh’s total aggregate liability to Customer arising out of or relating to this Agreement, the Products and warranty service furnished on the Instruments shall in no event exceed the total amount paid by Customer hereunder. IN NO EVENT SHALL TOSOH BE LIABLE FOR (1) ANY INDIRECTCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY LOSS OF USE OR INCIDENTAL DAMAGES PROFITS OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECTSPECIAL, INCIDENTAL, SPECIAL INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE ARISING OUT OF ANY CLAIMS OR SUIT ARISING FROM RELATED TO THIS AGREEMENT OR THE USE OR ATTEMPTED USE PERFORMANCE OF THE SOFTWARE BY LICENSEE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR BY SOMEONE WHO EITHER TOOK TORT (INCLUDING NEGLIGENCE) OR RECEIVED OTHERWISE, AND WHETHER OR NOT TOSOH HAS BEEN ADVISED OF THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed resultsPOSSIBILITY OF SUCH DAMAGES. EACH LIMITATION OF LIABILITY OR LIMITED OR EXCLUSIVE REMEDY SET FORTH IN THIS AGREEMENT IS INDEPENDENT OF ANY OTHER LIMITATION OF REMEDY AND IF ANY SUCH LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE, THAT SHALL NOT AFFECT THE VALIDITY OF ANY OTHER SUCH LIMITATION OF REMEDY. The Program(s) allocation of risk in these Terms and Conditions of Sale is not intended material to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectivelythis transaction, the “Indemnified Parties”) harmless from limitations of liability in this Section will be given full effect, and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) Customer acknowledges and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result agrees that Tosoh would not enter into this transaction without these limitations of Licensee's use of the Program(s)liability.

Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENTRhinostics’ sole and exclusive remedy for Rhinostics’ negligence, NEITHER GROVE SOFTWARE NOR ITS AGENTS breach of warranty, breach of contract or for any other liability in any way connected with or arising out of this Agreement, the Products or warranty service furnished on the Instruments shall be the repair or replacement of non-conforming Products, or, if Rhinostics is unable or chooses not to repair or replace non- conforming Products, the crediting to Customer’s account of the price that has been paid for the non- conforming Products and the cancellation of any obligation to pay the unpaid portions of the price of the non-conforming Products. Rhinostics’ liability to Customer hereunder with respect to a Product shall in no event exceed the amount paid by Customer hereunder for such Product. Rhinostics’ total aggregate liability to Customer arising out of or relating to this Agreement, the Products and warranty service furnished on the Instruments shall in no event exceed the total amount paid by Customer hereunder. IN NO EVENT SHALL RHINOSTICS BE LIABLE FOR (1) ANY INDIRECTCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY LOSS OF USE OR INCIDENTAL DAMAGES PROFITS OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECTSPECIAL, INCIDENTAL, SPECIAL INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE ARISING OUT OF ANY CLAIMS OR SUIT ARISING FROM RELATED TO THIS AGREEMENT OR THE USE OR ATTEMPTED USE PERFORMANCE OF THE SOFTWARE BY LICENSEE PRODUCTS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT OR BY SOMEONE WHO EITHER TOOK TORT (INCLUDING NEGLIGENCE) OR RECEIVED OTHERWISE, AND WHETHER OR NOT RHINOSTICS HAS BEEN ADVISED OF THE SOFTWARE FROM LICENSEE. (b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed resultsPOSSIBILITY OF SUCH DAMAGES. EACH LIMITATION OF LIABILITY OR LIMITED OR EXCLUSIVE REMEDY SET FORTH IN THIS AGREEMENT IS INDEPENDENT OF ANY OTHER LIMITATION OF REMEDY AND IF ANY SUCH LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE, THAT SHALL NOT AFFECT THE VALIDITY OF ANY OTHER SUCH LIMITATION OF REMEDY. The Program(s) allocation of risk in these Terms and Conditions of Sale is not intended material to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectivelythis transaction, the “Indemnified Parties”) harmless from limitations of liability in this Section will be given full effect, and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) Customer acknowledges and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result agrees that Rhinostics would not enter into this transaction without these limitations of Licensee's use of the Program(s)liability.

Limitation of Liabilities. The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: (a) REGARDLESS Amount. EXCEPT FOR INDEMNITIES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SUBJECT TO SECTION 14(c), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ANY OTHER PROVISION TURNSTYLE OR XPERTEK CONTACT IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES AND CHARGES COLLECTED BY XPERTEK CONTACT UNDER THIS AGREEMENT. FOR GREATER CERTAINTY, NEITHER GROVE SOFTWARE NOR ITS AGENTS THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL BE LIABLE FOR (1) TURNSTYLE’S SUPPLIERS HAVE ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE LIABILITY ARISING OUT OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT ANY WAY CONNECTED TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEETHIS AGREEMENT. (b) The Program(sType. IN NO EVENT SHALL TURNSTYLE OR XPERTEK CONTACT BE LIABLE TO CUSTOMER FOR ANY (I) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defendSPECIAL, indemnify and hold Licensor and its AffiliatesINDIRECT, Channel Partners and suppliers, along with its and their officers, directors, employees and agentsINCIDENTAL OR CONSEQUENTIAL DAMAGES, (collectivelyII) LOST SAVINGS, the “Indemnified Parties”PROFIT, DATA, USE, OR GOODWILL, (III) harmless from and against all lossesBUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, damagesOR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, liability REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (including from the Indemnified Parties’ negligence with respect to the Program(sINCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) and support thereofOR OTHERWISE. IN NO EVENT SHALL TURNSTYLE OR XPERTEK CONTACT BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. (c) incurred by such Indemnified Parties THE PROVISIONS OF SECTIONS 14(a) AND 14(b) SHALL NOT BE APPLICABLE TO THE EXTENT THAT THE CAUSE OF ACTION GIVING RISE TO THE CLAIM ARISES DIRECTLY FROM: (including reasonably attorneys’ feesi) as a result of Licensee's use of the Program(s)CUSTOMER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT; OR (ii) A BREACH OF CUSTOMER’S OBLIGATIONS UNDER SECTION 11.