Common use of LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES Clause in Contracts

LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. 12.1 SUBJECT TO SECTIONS 12.3 AND 12.4 BELOW, EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES ARISING FROM CLAIMS UNDER OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU TO AN AUTHORIZED DISTRIBUTOR FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. 12.2 SUBJECT TO SECTION 12.3 AND 12.4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL, LOST REVENUE OR LOST SAVINGS, LOSS OF USE OR LOSS, STOLEN OR DAMAGED DATA OR INTERRUPTION OF BUSINESS, LOSS OF PERSONNEL SALARIES, COMPUTER OR SYSTEM FAILURE OR MALFUNCTION, COSTS OF OBTAINING SUBSTITUTE PRODUCTS, WORK STOPPAGE, DENIAL OF ACCESS OR DOWNTIME, SYSTEM OR SERVICE DISRUPTION OR INTERRUPTION, AS WELL AS THE COSTS OF RESTORING ANY LOST, DAMAGED, OR STOLEN DATA, INFORMATION OR SYSTEMS, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 12.3 THESE LIMITATIONS OF LIABILITY APPLY WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, EQUITY, STATUTE OR OTHERWISE. 12.4 THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO CLAIMS FOR FRAUD, BREACH OF CONFIDENTIALITY, INDEMNITY (SEE SECTION 10), YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR ANY LIABILITY THAT CANNOT BE OTHERWISE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. 12.1 SUBJECT TO SECTIONS 12.3 AND 12.4 BELOWTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S ENTIRE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ONE THOUSAND DOLLARS (US$1,000). TO THE MAXIMUM EXTENT PERMITTED BY APPLCABLE LAW, NEITHER PARTY WILL LIABLE FOR ANY (A) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (B) LOSS OF ANY OF THE FOLLOWING: PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, USE OF ANY PRODUCT OR SERVICE, OPPORTUNITY, GOODWILL OR REPUTATION; (C) LOST OR DAMAGED DATA OR (D) COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES. THE FOREGOING SHALL NOT LIMIT OR EXCLUDE THE LIABILITY OF: (A) EITHER PARTY TO THE OTHER PARTY FOR DIRECT DAMAGES FOR: 1. BODILY INJURY OR DEATH RESULTING DIRECTLY FROM THE NEGLIGENCE OF THE OTHER PARTY; 2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR 3. ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW; (B) PARTNER TO UNITRENDS ARISING OUT OF: 1. SOLUTION PARTNER’S BREACH OF ARTICLE 1, SECTION 2 (CONFIDENTIALITY) OR SECTION 5 (COMPLIANCE WITH LAWS, INCLUDING ANTICORRUPTION LAWS AND EXPORT LAWS) OR ARTICLE II, SECTION 3 (TRADEMARKS); OR 2. ANY AMOUNTS DUE TO UNITRENDS. REFERENCES IN THIS SECTION (A) TO A PARTY INCLUDES A PARTY’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS, (B) TO LIABILITY INCLUDES LIABILITY ARISING FROM CLAIMS UNDER OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU TO AN AUTHORIZED DISTRIBUTOR FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. 12.2 SUBJECT TO SECTION 12.3 AND 12.4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL, LOST REVENUE OR LOST SAVINGS, LOSS OF USE OR LOSS, STOLEN OR DAMAGED DATA OR INTERRUPTION OF BUSINESS, LOSS OF PERSONNEL SALARIES, COMPUTER OR SYSTEM FAILURE OR MALFUNCTION, COSTS OF OBTAINING SUBSTITUTE PRODUCTS, WORK STOPPAGE, DENIAL OF ACCESS OR DOWNTIME, SYSTEM OR SERVICE DISRUPTION OR INTERRUPTION, AS WELL AS THE COSTS OF RESTORING ANY LOST, DAMAGED, OR STOLEN DATA, INFORMATION OR SYSTEMS, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 12.3 THESE LIMITATIONS OF LIABILITY APPLY WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER ANY INDEMNITY, STRICT LIABILITY, BREACH OF WARRANTY, EQUITY, STATUTE OR OTHERWISE, IN EACH CASE EVEN IF A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF THAT LIABILITY AND (C) TO LOSS REFERS TO ANY AND ALL KINDS OF LOSS OR DAMAGE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, FINES, COSTS, CHARGES, FEES OR OTHER LIABILITY. 12.4 THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO CLAIMS FOR FRAUD, BREACH OF CONFIDENTIALITY, INDEMNITY (SEE SECTION 10), YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR ANY LIABILITY THAT CANNOT BE OTHERWISE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.