Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST COMPANY ENTITIES BE LIABLE (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”A) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE DAMAGES OF ANY CLAIMKIND, AND INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (b) TEN THOUSAND DOLLARS ($10,000.00INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS UNDER ANY THEORY OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY AVID PARTY WAS LIABLE FOR WAY IN CONNECTION WITH THE HARMSERVICES OR THESE TERMS AND WHETHER IN CONTRACT, DAMAGES, INJURY STRICT LIABILITY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY TORT (iINCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF IT IS DETERMINED THAT AVID THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR AN AVID PARTY CAUSED (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE HARMDELIVERY, DAMAGES, INJURY USE OR LOSS TO YOU, AND PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (iiSUCH AS THE STATE OF NEW JERSEY) TO ALL HARM, DAMAGES, INJURY DO NOT ALLOW THE EXCLUSION OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO BUSINESS INTERRUPTIONYOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), LOSS OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR COMPANY NFTS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF PROFITS, PERSONAL INJURY OR DEATHITS ESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT IN NO EVENT WILL SUB-MERCHANT, WORKWAVE, ACQUIRER, BANK, ECHECK PROCESSOR OR ANY OF WORKWAVE’S OTHER THIRD PARTY SUPPLIERS (OR THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSOFFICERS, EMPLOYEES, AGENTSAFFILIATES OR AGENTS OF ANY OF THE FOREGOING) BE LIABLE UNDER CONTRACT, REPRESENTATIVESTORT, ASSIGNS AND SUCCESSORS-IN-INTEREST STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO ANY SERVICES OR THIS AGREEMENT (INDIVIDUALLYINCLUDING, AN “AVID PARTY” AND COLLECTIVELYWITHOUT LIMITATION, THE “AVID PARTIES”USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL THE MAXIMUM LIABILITY OF WORKWAVE, ACQUIRER, BANK, ECHECK PROCESSOR OR ANY OF WORKWAVE’S OTHER THIRD PARTY SUPPLIERS (OR THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE FOREGOING) EXCEED THE AMOUNT DUE TO YOU WORKWAVE UNDER THIS AGREEMENT FOR ALL HARM, THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO SO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. Notwithstanding the foregoing, AND (b) TEN THOUSAND DOLLARS ($10,000.00)nothing contained in this section is in any way intended, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMor should be construed, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY to limit: (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMSub-Merchant’s obligation to pay any Fees or other amounts owed under this Agreement, DAMAGESincluding, INJURY OR LOSS TO YOUbut not limited to, AND assessments or other amounts imposed by any Association, Acquirer, Bank, eCheck Processor or telecommunications services provider; (ii) TO ALL HARMany damages related to the failure of Sub-Merchant to exclusively receive the Services from WorkWave; or (iii) Sub- Merchant’s obligation to indemnify WorkWave pursuant to this Agreement. In no event will WorkWave be liable for any damages or losses that are wholly or partially caused by Sub-Merchant or its TPSPs, DAMAGESor its or their respective employees, INJURY OR LOSS INCURRED INCLUDING ACTUALagents, DIRECTaffiliates or customers, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHnor will WorkWave be liable to Sub-Merchant or Sub-Merchant’s customers or any other person or entity for any loss or liability resulting from the products or services of any third party.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT SHALL TOMOFUN, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARTNERS, AGENTS, REPRESENTATIVESOR AFFILIATES, ASSIGNS AND SUCCESSORS-IN-INTEREST BE (INDIVIDUALLYA) LIABLE FOR ANY INDIRECT, AN “AVID PARTY” AND COLLECTIVELYINCIDENTAL, THE “AVID PARTIES”) TO YOU FOR ALL HARMSPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONWITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO THE SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (B) HAVE TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY INJURY, LOSS OF LIFE OR DEATHANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TOMOFUN OR AN AUTHORIZED TOMOFUN RESELLER FOR THE SERVICES AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS (IF ANY). TOMOFUN DISCLAIMS ALL LIABILITY OF ANY KIND OF TOMOFUN’S LICENSORS AND SUPPLIERS. TOMOFUN DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT OR PRIVATE CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, DISSEMINATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THIS SECTION SHALL APPLY EVEN IF TOMOFUN IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OF LIABILITY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF TOMOFUN.

Limitations of Liability. YOU AGREE THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, BE LIABLE TO ANY PARTY TO THIS AGREEMENT OR ANY OF THE AFFILIATES OF ANY OF THEM WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR (1) ANY INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE EXTENT THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AGGREGATE AMOUNT OF TRANSACTION SUCH DAMAGES EXCEEDS THE GREATER OF $100,000 OR THE FEES PAID BY YOU CLIENT TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE BLACKHAWK FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN SERVICES PERFORMED BY BLACKHAWK UNDER THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHAGREEMENT.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (A) THE MAXIMUM LIABILITY OF AVIDPROVIDER, ITS AFFILIATES AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERSSUPPLIERS, DIRECTORSFOR ANY DAMAG- ES FOR ANY AND ALL CAUSES WHATSOEVER, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN PROVIDER DURING THE TWELVE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIMCLAIM THAT GAVE RISE TO SUCH DAMAGES, AND (bB) TEN THOUSAND DOLLARS IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE CLAIMING THROUGH THE OTHER PARTY) FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (iI) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONLOST PROFITS, LOSS OF PROFITSGOODWILL OR REPUTATION, PERSONAL INJURY LOST REVENUES, LOST SAVINGS, LOST, CORRUPTED, OR DEATHDAMAGED DATA OR EQUIPMENT, COST OF COVER, LOSS OF BUSINESS OPPORTUNITY, OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSE- QUENTIAL, EXEMPLARY, PUNITIVE OR LIKE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVIDER IP, SERVICES, OR DOCUMENTATION PROVID- ED HEREUNDER. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE, PROD- UCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY). THE FOREGOING LIM- ITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REM- EDY OF ITS ESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR ALL HARM, DAMAGES, INJURY THE PRODUCTS OR LOSS SHALL BE LIMITED SERVICES OR THE RIGHTS TO USE THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR AN AVID PARTY CAUSED THE HARM, CONSEQUENTIAL LOSSES OR DAMAGES, INJURY INCLUDING LOSS OF REVENUE OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONPROFITS, LOSS OF PROFITSDATA, PERSONAL INJURY BUSINESS INFORMATION OR DEATHLOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) LICENSORS WILL NOT BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DEATHDATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL THE CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES TREND MICRO FOR ANY AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST ALL CLAIMS OR DAMAGES (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”A) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED RELATED TO THE LESSER INSTALLATION OF, USE OF OR RELIANCE UPON A CERTIFICATE OR (aB) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMSERVICES PROVIDED UNDER THIS AGREEMENT, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, SUBSCRIBERS AND/OR RELYING PARTIES UNDER ANY CAUSE OF ACTION, OR ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY OR IN ANY OTHER WAY, EXCEED THE AMOUNT PAID TO TREND MICRO FOR THE SERVICES UNDER THIS AGREEMENT BY YOU AND/OR SUBSCRIBER OVER THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM (EXCEPT THAT FOR CLAIMS FROM SUBSCRIBERS AND RELYING PARTIES ARISING FROM OR RELATED TO EXTENDED VALIDATION (iiEV) CERTIFICATES, THE MAXIMUM SHALL BE (I) ANY ECONOMIC LOSS (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS); (II) TO ALL HARMTHE EXTENT ALLOWED BY APPLICABLE LAW, DAMAGESANY LOSS OR DAMAGE RESULTING FROM DEATH OR INJURY OF SUBSCRIBER AND/OR ANY RELYING PARTY OR ANYONE ELSE; (III) ANY LOSS OF GOODWILL OR REPUTATION; OR (IV) ANY OTHER INDIRECT, INJURY CONSEQUENTIAL, INCIDENTAL, MULTIPLE, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES IN ANY CASE WHETHER OR LOSS INCURRED INCLUDING ACTUALNOT SUCH LOSSES OR DAMAGES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE TIME OF THE APPLICATION FOR, DIRECTINSTALLATION OF, USE OF OR RELIANCE ON THE CERTIFICATE, OR AROSE OUT OF ANY OTHER MATTER OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY SUPPORT SERVICES) UNDER OUR CPS OR WITH REGARD TO THE USE OF OR RELIANCE ON THE CERTIFICATE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE THE ABOVE EXCLUSIONS OF INCIDENTAL AND LOSSES DUE CONSEQUENTIAL DAMAGES MAY NOT APPLY TO BUSINESS INTERRUPTIONA SUBSCRIBER AND/OR A RELYING PARTY BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY ON A CERTIFICATE-BY- CERTIFICATE BASIS, LOSS REGARDLESS OF PROFITSTHE NUMBER OF TRANSACTIONS OR CLAIMS RELATED TO EACH CERTIFICATE, PERSONAL INJURY OR DEATH.AND SHALL BE APPORTIONED FIRST TO THE EARLIER CLAIMS TO ACHIEVE FINAL RESOLUTION. In no event will Trend Micro be liable for any damages to Subscribers, Relying Parties or any other party arising out of or related to the use or misuse of, or reliance on any Certificate issued under this Agreement or the CPS that: (i) has expired or been revoked; (ii) has been used for any purpose other than as set forth in this Agreement or the CPS; (iii) has been tampered with;

Limitations of Liability. YOU AGREE THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, BE LIABLE TO ANY PARTY TO THIS AGREEMENT OR ANY OF THE AFFILIATES OF ANY OF THEM WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR (I) ANY INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE EXTENT THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AGGREGATE AMOUNT OF TRANSACTION SUCH DAMAGES EXCEEDS THE GREATER OF $100,000 OR THE FEES PAID BY YOU CLIENT TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE BLACKHAWK FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN SERVICES PERFORMED BY BLACKHAWK UNDER THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHAGREEMENT.

Limitations of Liability. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, DIGICERT SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNITY OR WARRANTY), IN TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE FOR ANY LOSS OR DAMAGES INCURRED BY YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF CONTRACT OR OPPORTUNITY OR LOSS OF GOODWILL, WHETHER THAT LOSS OR DAMAGE IS DIRECT, INDIRECT OR CONSEQUENTIAL. YOU AGREE THAT OUR ENTIRE MAXIMUM LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY DIGICERT SERVICE(S) AND/OR THIS AGREEMENT AND/OR YOUR RELIANCE ON ANY EV CERTIFICATE IS SOLELY LIMITED TO ANY PAYMENT, IF ANY, MADE TO YOU UNDER THE LIABILITY OF AVIDDIGICERT IDENTITY WARRANTY ASSOCIATED WITH THE EV CERTIFICATE UPON WHICH YOU HAVE RELIED IN ACCORDANCE WITH THIS AGREEMENT. IN NO EVENT SHALL DIGICERT, ITS AFFILIATES LICENSORS AND EACH CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF DIGICERT HAS BEEN ADVISED OF THEIR RESPECTIVE OFFICERSTHE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, DIGICERT'S LIABILITY IS LIMITED TO THE “AVID PARTIES”) FULL EXTENT PERMITTED BY LAW IN SUCH STATE. DIGICERT SHALL NOT BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY OR ANY LOSS SHALL BE LIMITED SUFFERED BY YOU DUE TO THE LESSER SUBSCRIBER’S BREACH OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID SUBSCRIBER AGREEMENT. DIGICERT SHALL NOT BE LIABLE TO YOU FOR ANY LOSS SUFFERED BY YOU DUE TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSRELIANCE ON AN INTRANET CERTIFICATE. YOU FURTHER AGREE THAT ARE HEREBY NOTIFIED OF THE LIMITATION POSSIBILITY OF LIABILITY THEFT OR OTHER FORM OF COMPROMISE OF A PRIVATE KEY CORRESPONDING TO A PUBLIC KEY CONTAINED IN THIS SECTION A CERTIFICATE, WHICH MAY OR MAY NOT BE DETECTED. DIGICERT SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMNOT BE LIABLE TO YOU FOR ANY LOSS INCLUDING ANY INDIRECT, DAMAGESINCIDENTAL, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES SUFFERED BY ANY PARTY DUE TO BUSINESS INTERRUPTIONTHE LOSS, THEFT, UNAUTHORIZED DISCLOSURE, UNAUTHORIZED MANIPULATION, ALTERATION, LOSS OF PROFITSUSE, PERSONAL INJURY OR DEATHANY OTHER COMPROMISE OF ANY PRIVATE KEY USED BY THE SUBSCRIBER. ALL APPLICANTS, SUBSCRIBERS, RELYING PARTIES, AND OTHER PERSONS, ENTITIES, AND ORGANIZATIONS ACKNOWLEDGE THAT BUT FOR DIGICERT'S DISCLAIMERS OF REPRESENTATIONS, WARRANTIES, AND CONDITIONS AND LIMITATIONS OF LIABILITY STATED HEREIN, DIGICERT WOULD NOT ISSUE EV CERTIFICATES TO SUBSCRIBERS, NOR WOULD IT PROVIDE SERVICES IN RESPECT TO SUCH CERTIFICATES, AND THAT THESE PROVISIONS ARE NECESSARY TO PROVIDE FOR A REASONABLE ALLOCATION OF RISK.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID LIABLE WHETHER IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMAGREEMENT, AND IN TORT (b) TEN THOUSAND DOLLARS ($10,000.00INCLUDING GROSS NEGLIGENCE), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID UNDER ANY WARRANTY OR OTHERWISE, FOR ANY AVID PARTY WAS LIABLE FOR THE HARMINDIRECT, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECTSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, OR ANY LOSS OF PROFITSPROFITS OR REVENUES, OR ANY COST OF LABOR, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT OR SELLER’S PERFORMANCE UNDER, OR BREACH OF, THIS AGREEMENT, EVEN IF THE BUYER OR THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVE AS SPECIFIED UNDER THIS AGREEMENT THE BUYER’S RIGHT OF TERMINATION, LIQUIDATED DAMAGES SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DELAY IN ANY EQUIPMENT DELIVERY OR PART THEREOF AND THE SELLER SHALL HAVE NO FURTHER LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH DELAY OF ANY EQUIPMENT DELIVERY OR PART THEREOF. FOR THE AVOIDANCE OF DOUBT, THE BUYER MAY SEEK TO RECOVER ANY ACTUAL DIRECT DAMAGES IF THE SELLER BREACHES THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING CONTAINED HEREIN, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SELLER’S LIABILITY IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT EXCEED THE PRICE PAID TO THE SELLER BY THE BUYER FOR THE EQUIPMENT. EITHER PARTY ACKNOWLEDGES AND AGREES THAT THE EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES SET FORTH HEREIN WERE BARGAINED FOR AND ARE ESSENTIAL TERMS OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR DEATHFOR FRAUDULENT MISREPRESENTATION.

Limitations of Liability. YOU AGREE THAT (a) NEITHER PARTY SHALL BE LIABLE TO THE LIABILITY OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF AVIDANY CHARACTER, ITS AFFILIATES AND EACH INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF THEIR RESPECTIVE OFFICERSBUSINESS OR GOODWILL, DIRECTORSWORK STOPPAGE, SHAREHOLDERSLOSS OF INFORMATION OR DATA, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS OF REVENUE OR PROFIT, RESULTING FROM THE PROVISION OF OR RELIANCE UPON THE SERVICES, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. (b) SUBJECT TO APPLICABLE LAW, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, METAFOLD’S AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED: (A) FOR PROFESSIONAL SERVICES THE LESSER OF AMOUNTS PAID OR DUE BY THE Customer TO Metafold FOR THE SOW THAT GAVE RISE TO THE CLAIM; (aB) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID DURING THE LICENSE TERM FOR SAAS PRODUCTS. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCONTRACT, WARRANTY, TORT, OR OTHERWISE AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THE THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMOF LIABILITY, DAMAGESBUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 4(FEES) EXCEPT AS SET FORTH UNDER APPLICABLE LAW, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY DAMAGES SET FORTH IN THIS SECTION SHALL APPLY (i9(b) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED ARE THE HARMPARTIES’ SOLE EXCLUSIVE MONETARY REMEDY AND THE SOLE AND EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR THE AVOIDANCE OF DOUBT, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTHE PARTIES MAY NOT LIMIT THEIR LIABILITY WHERE PREVENTED FROM DOING SO BY APPLICABLE LAW.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO ------------------------ EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE TO DEVELOPER OR ITS CUSTOMERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER OR NOT BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA; OR (C) ANY INCIDENTAL INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL BLACKBOARD'S CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM, INJURY OR LOSS SHALL BE LIMITED TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU DEVELOPER UNDER THIS AGREEMENT FOR THE PARTICULAR SOFTWARE WITH RESPECT TO AVID IN WHICH THE RELEVANT CLAIM AROSE DURING THE TWELVE MONTH (12)-MONTH PERIOD PRECEDING IMMEDIATELY PRIOR TO THE INITIAL NOTICE OF ANY CLAIMEVENT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.HAVE PROVEN INEFFECTIVE. 10.3

Limitations of Liability. 11.1 WE AND OUR AFFILIATES AND THIRD PARTY LICENSORS WILL NOT BE LIABLE TO YOU AGREE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR THIRD PARTY LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (i) YOUR INABILITY TO USE THE SERVICES OR LICENSOR PRODUCTS, INCLUDING AS A RESULT OF ANY (a) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OR LICENSOR PRODUCTS, (b) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OR LICENSOR PRODUCTS, OR, (c) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OR LICENSOR PRODUCTS; OR (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND THIRD PARTY LICENSORS’ TOTAL, AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 3 MONTH PERIOD PRECEDING THE CLAIM. 11.2 SECTIONS 10 AND 11 WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE EXCLUSIONS AND LIMITATIONS OF LIABILITY HEREIN. THESE LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREUNDER SHALL FAIL OF ITS ESSENTIAL PURPOSE. CUSTOMER HAS ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND LICENSOR PRODUCTS AND UNDERSTANDS THAT THE PRICES WOULD BE HIGHER IF SAVVIS AND ITS THIRD PARTY LICENSORS WERE REQUIRED TO BEAR ADDITIONAL LIABILITY OF AVIDFOR DAMAGES. SAVVIS AND ITS THIRD PARTY LICENSORS WOULD NOT AGREE TO ENTER THIS AGREEMENT WITHOUT SUCH DISCLAIMER AND LIMITATIONS ON LIABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SAVVIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVESTHIRD PARTY LICENSORS, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID ANYONE ELSE INVOLVED IN THE TWELVE MONTH PERIOD PRECEDING PROVISION OR SUPPORT OF THE INITIAL NOTICE SERVICES AND LICENSOR PRODUCTS WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY CLAIM, WARRANTY AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID CUSTOMER MAY NOT RELY ON SUCH INFORMATION OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHADVICE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL HARMOF THE SERVICES, DAMAGESOR, INJURY WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS SHALL OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.AMOUNT

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) VENDOR WILL NOT BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR ALL HARMANY DAMAGES OTHER THAN DIRECT DAMAGES (INCLUDING WITHOUT LIMITATION INCIDENTAL, DAMAGESCONSEQUENTIAL, INJURY SPECIAL, PUNITIVE, OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE EXEMPLARY DAMAGES OF ANY CLAIMKIND), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED WHETHER VENDOR WAS ADVISED, HAD OTHER REASON TO DETERMINE KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES OR THAT AVID DIRECT DAMAGES WOULD NOT BE A SATISFACTORY REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL VENDOR’S TOTAL LIABILITY WITH RESPECT TO ANY AND LOSSES DUE ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO BUSINESS INTERRUPTIONTHE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE MAPPING SERVICE FEES PAID BY YOU FOR THE WEB SITE. THESE LIMITATIONS APPLY EVEN IF THE REMEDY AVAILABLE TO YOU DOES NOT FULLY COMPENSATE YOU FOR YOUR LOSS OR FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ARE INDEPENDENT OF, LOSS SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF PROFITS, PERSONAL INJURY ANY OTHER ENFORCEABLE OR DEATHUNENFORCEABLE PROVISION OF THIS AGREEMENT.

Limitations of Liability. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES (EXCEPT FOR PALANTIR’S OBLIGATIONS PURSUANT TO SECTION 9.1(a) HEREIN), OR COST OF REPLACEMENT OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF AVID, EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU ITS AFFILIATES FOR ALL HARM, DAMAGES, INJURY OR LOSS CLAIMS OF ANY KIND SHALL BE LIMITED TO NOT EXCEED THE LESSER OF GREATER OF (aA) THE TOTAL AMOUNT OF TRANSACTION FEES PAID OR PAYABLE TO PALANTIR BY YOU TO AVID CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTH PERIOD (12) MONTHS PRECEDING THE INITIAL NOTICE OF ANY CLAIM, CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM AND (bB) TEN ONE HUNDRED THOUSAND DOLLARS ($10,000.00USD 100,000), AND THIS SHALL BE YOUR ONLY THAT SUCH REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER UNDER AN APPLICABLE ORDER FORM DURING SUCH APPLICABLE ORDER TERM, EXCEPT FOR THE HARMPARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, DAMAGESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INJURY OR LOSS. YOU FURTHER AGREE EACH PARTY AGREES THAT THE LIMITATION MAXIMUM AGGREGATE LIABILITY OF LIABILITY EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND ARISING OUT OF SUCH ORDER FORM SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (i) EVEN IF IT IS DETERMINED THAT AVID INCLUDING NEGLIGENCE), STRICT LIABILITY, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY ANY OTHER LEGAL OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHEQUITABLE THEORY.

Limitations of Liability. YOU AGREE THAT THE EXCEPT WITH RESPECT TO P3TECH’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, P3TECH’S AGGREGATE LIABILITY OF AVID(WHETHER IN CONTRACT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”TORT OR OTHERWISE) TO YOU FOR ALL HARMCLAIMS OF LIABILITY ARISING OUT OF, DAMAGES, INJURY OR LOSS IN CONNECTION WITH ANY WORK PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SPECIFIC WORK GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD. IN NO EVENT SHALL EITHER PARTY BE LIMITED LIABLE TO THE LESSER OTHER PARTY FOR ANY LOSS OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF PROFITS, ANY CLAIMINCIDENTAL, AND (b) TEN THOUSAND DOLLARS ($10,000.00)SPECIAL, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMEXEMPLARY, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONWHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF PROFITSDATA, PERSONAL INJURY GOODWILL, USE OF MONEY OR DEATHUSE OF THE SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, THE FEE FOR THE WORK PROVIDED HEREUNDER WOULD BE HIGHER.

Limitations of Liability. YOU AGREE THAT a. EXCEPT AS SET FORTH IN SECTION 42.b, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE) OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT EXCEED AN AMOUNT EQUAL TO THE MAXIMUM AMOUNT, INCLUDING BUT NOT LIMITED TO ALL CHANGE ORDER AMOUNTS, PAID AND PAYABLE BY WAHBE TO CONTRACTOR FOR THE ENTIRE TERM OF THE CONTRACT. b. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE IN SECTION 43.a SHALL NOT APPLY TO DAMAGES, LIABILITIES, EXPENSES, COSTS, ACTIONS, OR CLAIMS ARISING FROM CONTRACTOR’S INDEMNITY OBLIGATIONS. c. CONTRACTOR AND WAHBE SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF AVIDEITHER CONTRACTOR OR WAHBE, RESPECTIVELY. SUCH CAUSES MAY INCLUDE, BUT ARE NOT RESTRICTED TO, ACTS OF GOD OR OF THE PUBLIC ENEMY, ACTS OF A GOVERNMENTAL BODY OTHER THAN WAHBE ACTING IN EITHER ITS AFFILIATES SOVEREIGN OR CONTRACTUAL CAPACITY, WAR, EXPLOSIONS, FIRES, FLOODS, EARTHQUAKES, EPIDEMICS, QUARANTINE RESTRICTIONS, STRIKES, FREIGHT EMBARGOES, AND EACH UNUSUALLY SEVERE WEATHER; BUT IN EVERY CASE THE DELAYS MUST BE BEYOND THE REASONABLE CONTROL AND WITHOUT FAULT OR NEGLIGENCE OF CONTRACTOR, WAHBE, OR THEIR RESPECTIVE OFFICERSSUBCONTRACTORS. d. IF DELAYS ARE CAUSED BY A SUBCONTRACTOR WITHOUT ITS FAULT OR NEGLIGENCE, DIRECTORSCONTRACTOR SHALL NOT BE LIABLE FOR DAMAGES FOR SUCH DELAYS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, UNLESS THE “AVID PARTIES”) SERVICES TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS BE PERFORMED WERE OBTAINABLE ON COMPARABLE TERMS FROM OTHER SOURCES IN SUFFICIENT TIME TO PERMIT CONTRACTOR TO MEET ITS REQUIRED PERFORMANCE SCHEDULE. e. NEITHER CONTRACTOR NOR WAHBE SHALL BE LIMITED LIABLE FOR PERSONAL INJURY TO THE LESSER OF (a) OTHER PARTY OR DAMAGE TO THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OTHER PARTY’S PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, EXCEPT PERSONAL INJURY OR DEATHDAMAGE TO PROPERTY PROXIMATELY CAUSED BY SUCH PARTY’S RESPECTIVE FAULT, NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY 21.1 EXCEPT FOR ANY AMOUNTS AWARDED TO THIRD PARTIES ARISING UNDER SECTION 18 OF AVIDTHIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSEXCEPT FOR BODILY INJURY, DIRECTORSDEATH, SHAREHOLDERSFRAUD, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED BUT SOLELY TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS SECTION AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT PALANTIR SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID NOT BE LIABLE TO CUSTOMER OR AN AVID TO ANY THIRD PARTY CAUSED THE HARMWITH RESPECT TO ANY PRODUCTS, DAMAGESSERVICES, INJURY OR LOSS TO YOUOTHER SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, AND (ii) TO ALL HARMSPECIAL, DAMAGESINCIDENTAL, INJURY OR LOSS INCURRED INCLUDING ACTUALPUNITIVE, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE REGARDLESS OF THE LEGAL THEORY USED TO MAKE A CLAIM, AND LOSSES DUE TO BUSINESS INTERRUPTIONWHETHER OR NOT BASED UPON PALANTIR’S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN TORT OR ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITSUSE, PERSONAL INJURY LOSS, ALTERATION, CORRUPTION, OR BREACH OF DATA, COST OF REPLACEMENT, DELAYS, EXPECTED OR LOST PROFITS OR SAVINGS ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS, OR FOR ANY MATTER BEYOND PALANTIR’S REASONABLE CONTROL, EVEN IF PALANTIR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. 21.2 EXCEPT FOR ANY AMOUNTS AWARDED TO THIRD PARTIES ARISING UNDER SECTION 18 OF THIS AGREEMENT, AND EXCEPT FOR BODILY INJURY, DEATH, FRAUD, (BUT SOLELY TO THE EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF PALANTIR ON ANY CLAIM OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, STRICT LIABILITY, PRODUCT LIABILITY, OR NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED HEREUNDER, SHALL NOT EXCEED THE SUMS PAID TO PALANTIR BY CUSTOMER HEREUNDER.

Limitations of Liability. YOU AGREE THAT UNLESS APPLICABLE LAW OTHERWISE REQUIRES, AND SUBJECT TO OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, SELLER’S AND ANY VENDOR’S TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE LIABILITY USE OF AVIDTHE GOODS FURNISHED OR FROM ANY ADVICE, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSINFORMATION OR ASSISTANCE PROVIDED BY SELLER (BY ANY METHOD, DIRECTORSINCLUDING A WEB SITE), SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE IS LIMITED TO THE LESSER PRICE OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU SPECIFIC GOODS GIVING RISE TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS . NEITHER SELLER NOR ITS VENDORS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY SPECIAL, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUALINCIDENTAL, DIRECT, INCIDENTAL CONSEQUENTIAL, LIQUIDATED, OR CONSEQUENTIAL DAMAGESPENAL DAMAGES (INCLUDING, PROPERTY DAMAGE AND LOSSES DUE BUT NOT LIMITED TO BUSINESS INTERRUPTIONBACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF PROFITSEFFICIENCY, PERSONAL INJURY LOSS OF PROFITS OR DEATHREVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST COMPANY ENTITIES BE LIABLE (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”A) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE DAMAGES OF ANY CLAIMKIND, AND INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (b) TEN THOUSAND DOLLARS ($10,000.00INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS UNDER ANY THEORY OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY AVID PARTY WAS LIABLE FOR WAY IN CONNECTION WITH THE HARMSERVICES OR THESE TERMS AND WHETHER IN CONTRACT, DAMAGES, INJURY STRICT LIABILITY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY TORT (iINCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF IT IS DETERMINED THAT AVID THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR AN AVID PARTY CAUSED (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE HARMDELIVERY, DAMAGES, INJURY USE OR LOSS TO YOU, AND PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (ii) TO ALL HARM, DAMAGES, INJURY SUCH AS THE STATE OF NEW JERSEY)DO NOT ALLOW THE EXCLUSION OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO BUSINESS INTERRUPTION, LOSS YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF PROFITS, PERSONAL INJURY OR DEATHITS ESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY UNDER NO CIRCUMSTANCES SHALL NEULINGO OR ANY OF AVIDITS (AND ITS PARENT’S/AFFILIATES’) DIRECTORS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, REPRESENTATIVESSUPPLIERS, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYPARTNERS, AN “AVID PARTY” AND COLLECTIVELYDISTRIBUTORS, THE “AVID PARTIES”) AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ALL HARMANY INDIRECT, DAMAGESINCIDENTAL, INJURY SPECIAL OR LOSS CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OR ATTEMPTED USE OF THE ONLINE SERVICES OR PROUCTS. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY FOR YOU TO AVID IN DISCONTINUE YOUR USE OF THE TWELVE MONTH PERIOD PRECEDING SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID EXCLUSION OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID FOR CONSEQUENTIAL OR AN AVID PARTY CAUSED THE HARM, INCIDENTAL DAMAGES, INJURY IN SUCH STATES OR LOSS TO YOUJURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND SUPPLIERS, SHALL BE LIMITED (iiIN THOSE JURISDICTIONS) TO ALL HARMTHE EXTENT PERMITTED BY LAW. NEULINGO’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF NEULINGO’S ONLINE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES OR $100 IN THE CASE OF YOUR USE OF NO-CHARGE ONLINESERVICES, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.WHICHEVER IS GREATER

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) LICENSORS WILL NOT BE LIABLE TO YOU FOR ALL HARMANY INDIRECT, DAMAGESINCIDENTAL, INJURY SPECIAL, CONSEQUENTIAL OR LOSS SHALL BE LIMITED TO THE LESSER OF EXEMPLARY DAMAGES (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE INCLUDING DAMAGES FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DEATHDATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, THE AUTOMOTIVE TOOL APIS, THE ISS CONTENT, AND THIRD-PARTY CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SAME, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SAME FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FIFTY THOUSAND U.S. DOLLARS. THE LIMITATIONS IN THIS SECTION 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL HARMOF THE SERVICE OFFERINGS, DAMAGESOR, INJURY (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS SHALL OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND ACTUALLY PAY US UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE AGREEMENT FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSERVICE.

Limitations of Liability. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACT BE LIABLE FOR LOSS OF, OR DAMAGE TO THE CORD BLOOD OR CORD TISSUE OR STEM CELLS (EXCEPT TO THE LIMITED EXTENT DIRECTLY DUE TO ACT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENTS TO ACT HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. BECAUSE SOME JURISDICTIONS LIMIT OR DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF WARRANTIES OR LIABILITY, SECTIONS 20 AND 21 MAY NOT PARTIALLY OR ENTIRELY APPLY TO CLIENT. TO THE EXTENT THAT THE ANY SUCH LIMITATION OR EXCLUSION OF LIABILITY OF AVIDOR WARRANTY IS CIRCUMSCRIBED, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS IT SHALL BE LIMITED TO THE LESSER LEAST EXTENT POSSIBLE UNDER APPLICABLE LAW. THE CLIENT ACKNOWLEDGES THAT ACT’S WILLINGNESS TO PROVIDE THE SERVICES AT THE PRICES SET FORTH HEREIN ARE BASED IN SIGNIFICANT PART UPON THE EXCLUSIONS OF (a) WARRANTIES AND THE TOTAL AMOUNT LIMITATIONS AND EXCLUSIONS OF TRANSACTION FEES PAID LIABILITY SET FORTH IN THIS AGREEMENT. FURTHER, CLIENTS ACKNOWLEDGE THAT NO LIABILITY SHALL BE INCURRED BY YOU TO AVID ACT IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE EVENT THAT PERFORMANCE OF ANY CLAIMPROMISES UNDER THIS AGREEMENT IS PROHIBITED BY LAW, AND (b) TEN THOUSAND DOLLARS ($10,000.00)REGULATION, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHCOURT ORDER.

Limitations of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE LIABILITY OF AVIDSERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, LFT FIBER (AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSPARENT, REPRESENTATIVESSUBSIDIARIES, ASSIGNS AND SUCCESSORS-IN-INTEREST AFFILIATES) (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, COLLECTIVELY THE “AVID LFT FIBER PARTIES”) TO YOU ), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR ALL HARMTHE SERVICE, DAMAGESWHETHER EXPRESS OR IMPLIED, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO THE LESSER IMPLIED WARRANTIES OF (a) THE TOTAL AMOUNT MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON- INTERFERENCE, TITLE, COMPATIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE COMPUTER SYSTEMS, COMPATIBILITY OF ANY CLAIMSOFTWARE PROGRAMS, INTEGRATION, AND (b) TEN THOUSAND DOLLARS ($10,000.00)THOSE ARISING FROM COURSE OF DEALING, AND THIS COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY LFT FIBER OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR OBLIGATION WITH RESPECT TO ADVICE PROVIDED. 12.3 LFT FIBER DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED BY LFT FIBER WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE YOUR ONLY REMEDY REGARDLESS UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID VIRUSES, WORMS, DISABLING CODE OR ANY AVID PARTY WAS CONDITIONS, OR THE LIKE. LFT FIBER SHALL NOT BE LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITSYOUR DATA, PERSONAL INJURY OR DEATHIF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY Member TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO Member. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i5,000) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY Avigilon shall have no liability to You for any unauthorized use, corruption, deletion, destruction, or loss of any User Generated Data. IN NO EVENT ▇▇▇▇ ▇▇▇▇▇▇▇▇, NOR ANY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSOFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST OR OTHER PERSONNEL (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID AVIGILON PARTIES”), BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, COVER, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS; LOSS OF SAVINGS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; LOSS OF PRIVACY; LOSS OR DAMAGE OF OR TO PROPERTY, SYSTEMS, RECORDS, OR DATA; FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, THIRD PARTY CLAIMS, LIABILITIES RELATED TO AN INDIVIDUAL’S PRIVACY RIGHT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS APPENDIX A, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF WARRANTY OF AN AVIGILON PARTY, AND EVEN IF AN AVIGILON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SERVICE, AND FOR ANY RELIANCE THEREON. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF THE AVIGILON PARTIES AND ANY LICENSOR OF AVIGILON UNDER ANY PROVISION OF THESE TERMS OF SERVICE AND USER’S EXCLUSIVE REMEDY FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO OF THE LESSER OF (a) FOREGOING WILL IN NO CASE EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES ACTUALLY PAID BY YOU TO AVID AVIGILON FOR THE SOFTWARE OR THE SERVICE IN THE TWELVE PRECEDING SIX MONTH PERIOD PRECEDING PERIOD. THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL WILL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED TO THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM YOU AGREE THAT FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL NOT BE LIABLE FOR LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein." NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID EITHER PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.:

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID(a) WE SHALL NOT BE LIABLE FOR ANY (I) DAMAGES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSCLAIMS, DIRECTORSLOSSES, SHAREHOLDERSINJURIES, EMPLOYEESTAXES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST EXPENSES OR COSTS (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIESDAMAGES”) ARISING OUT OF ANY ERRORS, UNAVAILABILITY OR INTERRUPTIONS IN CONNECTION WITH THE SERVICES OR ANY ACTUAL OR MISSED INSTALLATION APPOINTMENTS; AND/OR (II) INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER. (b) SUBJECT TO ANY OTHER LIMITATION OR EXCLUSION OF LIABILITY CONTAINED IN THIS AGREEMENT, OUR CUMULATIVE LIABILITY TO YOU FOR ALL HARM, SERVICES PROVIDED HEREUNDER FOR DAMAGES, INJURY INCLUDING DAMAGES ARISING FROM OUR NEGLIGENCE, BREACH OF CONTRACT, TORT OR LOSS OTHER CAUSES OF ACTION, INCLUDING FUNDAMENTAL BREACH, SHALL BE LIMITED NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF TOTAL AGGREGATE MONTHLY FEES (aLESS ALL DISCOUNTS, INCENTIVES, PROMOTIONS, CREDITS) THE TOTAL AMOUNT OF TRANSACTION FEES PAID PAYABLE BY YOU TO AVID IN UNDER THE TWELVE STAPLES AGREEMENT FOR THE SERVICES DURING THE 1 MONTH PERIOD PRECEDING BEFORE THE INITIAL NOTICE OF ANY CLAIMEVENT GIVING RISE TO THE DAMAGES, AND LESS AMOUNTS PAID (bIF ANY) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR PREVIOUS CLAIMS FOR THE HARMSERVICES. STAPLES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CONTENT, DAMAGESAPPLICATIONS OR SERVICES PROVIDED TO YOU BY A THIRD PARTY FOR USE WITH THE SERVICES EVEN IF STAPLES IS BILLING AND COLLECTING FEES ON BEHALF OF SUCH A THIRD PARTY. (c) Without limiting the generality of the foregoing, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY we are not liable for (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND any act or omissions of a telecommunications carrier whose facilities are used in establishing connections to points; (ii) TO ALL HARMdefamation, DAMAGEStrademark, INJURY OR LOSS INCURRED INCLUDING ACTUALcopyright, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHor any intellectual property right infringement arising from material transmitted or received over Staples‟ facilities or using Staples Services or claims based on a contention that the use of equipment through your account infringes the intellectual property rights of a third party; or (iii) infringement of any intellectual property right arising from combining or using non-Staples equipment or software and facilities with the Services.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, a) IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSAFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, REPRESENTATIVESSPECIAL, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYINCIDENTAL, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INJURY OR INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONREVENUE, LOSS OF PROFITS, OR LOSS OF CLIENTS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THE AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER. THIS DOES NOT LIMIT CLIENT'S RESPONSIBILITY FOR THE PAYMENT OF ANY AND ALL PROPERLY DUE CHARGES. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY AND TERMINATION OF THE AGREEMENT. b) BBS’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY SERVICE PROVIDED TO CLIENT OR BREACH OF THE AGREEMENT, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY OR STRICT LIABILITY, SHALL BE AS FOLLOWS: (I) FOR A SERVICE QUALITY CLAIM (INCLUDING INTERRUPTION IN SERVICE), A THE CREDIT FOR THE PRO RATA PORTION OF THE MONTHLY FEE; (II) FOR TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY CAUSED BY BBS’S NEGLIGENT ACTS OR DEATHOMISSIONS, OR FOR ANY DAMAGES ARISING FROM THE WILLFUL MISCONDUCT OF BBS, THE AMOUNT OF PROVEN DIRECT DAMAGES; AND (III) FOR ALL OTHER CLAIMS NOT COVERED BY THE FOREGOING SUBSECTIONS, THE AMOUNT OF PROVEN DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE MONTHLY FEE APPLICABLE UNDER THE AGREEMENT FOR THE PERIOD DURING WHICH SERVICES WERE AFFECTED. IN NO EVENT SHALL BBS’S AND ITS AFFILIATES’ CUMULATIVE LIABILITY FOR ALL c) BBS also shall not be liable for any damages arising out of or relating to: interoperability, interaction, access or interconnection problems with applications, equipment, services, content or networks; Service interruptions or lost or altered messages or transmissions (except to the extent credit allowances are specified in the applicable Service Level Agreement); or unauthorized access to or theft, alteration, loss or destruction of Client’s, Users' or third parties' applications, content, data, programs, information, network or systems.

Limitations of Liability. YOU AGREE THAT IN NO EVENT SHALL WE (INCLUDING FOR GREATER CERTAINTY, OUR PARENT AND AFFILIATES), AND THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSAGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF SIGNATURE PAY, (INCLUDING FOR GREATER CERTAINTY OUR PARENT OR OUR AFFILIATES) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY (INCLUDING FOR GREATER CERTAINTY, THE LIABILITY OF OUR PARENT AND AFFILIATES), AND OUR (AND THEIR RESPECTIVE) OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SIGNATURE PAY (INCLUDING FOR GREATER CERTAINTY OUR PARENT AND AFFILIATES) AND OUR (AND THEIR RESPECTIVE) OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMSUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (b) TEN THOUSAND DOLLARS ($10,000.00)INCLUDING, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS BUT NOT LIMITED TO, LOSS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY AVID PARTY WAS LIABLE FOR THE HARMSPECIAL, DAMAGESINDIRECT, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (A) YOUR USE OF OR YOUR INABILITY TO USE SIGNATURE PAY’S SITES AND SERVICES; (B) DELAYS OR DISRUPTIONS IN SIGNATURE PAY’S SITES AND SERVICES; (C) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING SIGNATURE PAY’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO SIGNATURE PAY’S SITES OR SERVICES; (D) GLITCHES, PROPERTY DAMAGE BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN SIGNATURE PAY’S SITES OR SERVICES OR IN THE INFORMATION AND LOSSES DUE GRAPHICS OBTAINED FROM THEM; (E) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (F) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO BUSINESS INTERRUPTIONYOUR ACCOUNT; (G) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOUR, OR YOUR LOSS OF PROFITSOR INABILITY TO DO BUSINESS, PERSONAL INJURY AS A RESULT OF CHANGES TO THIS AGREEMENT OR DEATHSIGNATURE PAY’S POLICIES. SIGNATURE PAY RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

Limitations of Liability. YOU AGREE THAT MIST’S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY PRODUCTS OR LOSS SERVICES SHALL BE LIMITED TO THE LESSER GREATER OF (a) U.S. $100,000 OR THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU RESELLER FOR MIST PRODUCTS (AS SUCH TERM IS DEFINED IN THIS AGREEMENT), UP TO AVID IN A MAXIMUM OF U.S. $2,000,000. TO THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED NOTWITHSTANDING ANYTHING TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY CONTRARY CONTAINED IN THIS SECTION AGREEMENT, IN NO EVENT SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID MIST HAVE ANY LIABILITY OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONOBLIGATION WHATSOEVER FOR ANY LOST PROFITS, LOSS OF PROFITSDATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR DEATHFOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREUNDER, WHETHER ARISING BY CONTRACT, TORT OR, UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT PURCHASED HEREUNDER, OR THE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON, EVEN IF MIST IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OCCURING. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT 1. THE LIABILITY OF AVIDSERVICE PROVIDER’S ENTIRE LIABILITY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHETHER IN CONTRACT, DIRECTORSTORT (INCLUDING NEGLIGENCE), SHAREHOLDERSPRODUCT LIABILITY, EMPLOYEESSTRICT LIABILITY, AGENTSINDEMNIFICATION RESPONSIBILITY, REPRESENTATIVESOR OTHER LEGAL OR EQUITABLE THEORY, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYFOR ANY CLAIM ARISING FROM OR RELATED TO THIS MASTER AGREEMENT OR ANY PRODUCT, AN “AVID PARTY” AND COLLECTIVELYDOCUMENTATION, SUPPORT, SERVICES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED FEES PAID TO THE LESSER OF (a) SERVICE PROVIDER BY THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN CLIENT FOR SUCH ITEM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OCCURRENCE OF THE EARLIEST EVENT GIVING RISE TO THE CAUSE OF ACTION NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIMLIMITED REMEDY. THIS LIMITATION IS CUMULATIVE, SUCH THAT ANY AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS ALL PAYMENTS MADE IN SATISFACTION OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT CLAIMS DECREASE THE LIMITATION AND THE EXISTENCE OF LIABILITY MORE THAN ONE CLAIM WILL NOT INCREASE THE LIMITATION. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. 2. IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID NO EVENT WILL THE SERVICE PROVIDER BE LIABLE TO CLIENT OR AN AVID PARTY CAUSED THE HARMTO ANY OTHER PERSON OR ENTITY FOR LOST DATA, DAMAGESLOST PROFITS, INJURY INTEREST OR LOSS TO YOUCOST OF MONEY; OR FOR COVER; OR FOR ANY PUNITIVE, AND (ii) TO ALL HARMINDIRECT, DAMAGESINCIDENTAL, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE DAMAGES ARISING OUT OF OR RELATED TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTHIS MASTER AGREEMENT.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15, IN NO EVENT SHALL: (a) DATADOG, ITS AFFILIATES AND EACH OF OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVESCONTRACTORS, ASSIGNS AND SUCCESSORS-IN-INTEREST OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY LOSSES ARISING OUT OF OR RELATING TO (INDIVIDUALLYi) PARTNER’S RESALE OF SERVICES TO CUSTOMER, AN “AVID PARTY” AND COLLECTIVELY, (ii) PARTNER’S PROVISION OF MANAGED SERVICES (INCLUDING THE “AVID PARTIES”SERVICES) TO YOU FOR ALL HARMCUSTOMER, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (aiii) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE PARTNER’S PROCESSING OF ANY CLAIMACCOUNT DATA, AND CUSTOMER DATA OR CUSTOMER CREDENTIALS OR (iv) ANY CUSTOMER ORDER, SUBJECT OT DATADOG’S OBLIGATIONS UNDER THESE TERMS; (b) TEN THOUSAND DOLLARS ($10,000.00)EITHER PARTY, AND THIS SHALL ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE INCLUDING WITHOUT LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THESE TERMS; AND (c) EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE FEES PAID TO DATADOG BY PARTNER UNDER THE APPLICABLE CUSTOMER ORDER THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON- BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATHDEATH RESULTING FROM LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW. THE EXCLUSIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 OR CUSTOMER’S BREACH OF SECTION 7.2. THE PROVISIONS OF THIS SECTION 15 ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THESE TERMS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDIN NO EVENT SHALL COSMOSID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) BE LIABLE TO YOU FOR ALL HARMANY DIRECT, DAMAGESINDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, MOBILE SERVICES), OR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COSMOSID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL BE LIMITED APPLY TO THE LESSER FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COSMOSID SHALL NOT BE LIABLE FOR USER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF (a) ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL COSMOSID’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID USE THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND PRIOR SIX (b) TEN THOUSAND DOLLARS ($10,000.006), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, OTHER THAN AS EXPRESSLY PROVIDED BELOW, NEITHER WE NOR ANY SERVICE PROVIDER WILL BE RESPONSIBLE TO YOU OR ANY OTHER PERSON IN CONNECTION WITH ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGES RELATING TO OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR THE SERVICES. TO THE EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY SERVICE PROVIDER SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY LOSSES IN EXCESS OF FIVE TIMES THE MOST RECENT (AS AT THE DATE SUCH LIABILITY TO YOU ACCRUED) MONTHLY FEES THAT YOU PAID FOR THE SERVICES, IF ANY, OR (B) US$100, WHICHEVER AMOUNT IS GREATER. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN US AND WITHOUT IT THE TERMS AND PRICES CHARGED WOULD BE DIFFERENT. THIS LIMITATION OF LIABILITY SHALL: • APPLY REGARDLESS OF WHETHER: (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY; (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES; OR (III) THE LIMITED REMEDIES PROVIDED IN THIS SECTION SHALL PROVISION FAIL THEIR ESSENTIAL PURPOSE; • NOT APPLY TO ANY DAMAGE THAT WE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED FROM IN THIS AGREEMENT; AND • NOT APPLY IF YOU HAVE ENTERED INTO A NON-STANDARD AGREEMENT TO PURCHASE SERVICES WITH A SEPARATE LIMITATION OF LIABILITY PROVISION THAT EXPRESSLY SUPERSEDES THIS PROVISION IN RELATION TO THOSE SERVICES. WE RECOGNIZE THAT IN SOME COUNTRIES, YOU MIGHT HAVE LEGAL RIGHTS AS A CONSUMER. TO THE EXTENT PERMITTED BY LAW, ANY LIABILITY OF OURS IN CONNECTION WITH THE SERVICES OR PLATFORM UNDER ANY STATUTORY RIGHT (iINCLUDING ANY CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY IMPLIED BY LAW OR ANY RIGHT UNDER ANY STATUTE) EVEN IF IT IS DETERMINED THAT AVID BY LAW CANNOT BE EXCLUDED IS, WHERE PERMITTED BY LAW, LIMITED AT OUR OPTION TO THE RESUPPLY OF THE RELEVANT SERVICES OR AN AVID PARTY CAUSED THE HARMPAYMENT OF THE COST OF SAME. Under California Civil Code Section 1789.3, DAMAGESCalifornia Users are entitled to the following consumer rights notice: This Platform and Service are provided by Humanforce Talent (formerly LiveHire) Ltd (ABN 59 153 266 605). If you have a question or complaint regarding the Platform or our Services, INJURY OR LOSS TO YOUplease contact Customer Service at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You may also contact us by writing at Humanforce Talent (formerly LiveHire) Ltd of ▇▇▇▇▇ ▇▇, AND ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or by telephone at (ii▇▇▇) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ or Hearing Impaired at TDD (▇▇▇) ▇▇▇-▇▇▇▇ or TDD (▇▇▇) ▇▇▇-▇▇▇▇.

Limitations of Liability. YOU AGREE THAT a. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, AND NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE) STATUTORY LIABILITY OF AVIDOR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSNEITHER PARTY SHALL BE LIABLE HEREUNDER FOR DAMAGES WHICH EXCEED, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYIN THE AGGREGATE, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID CLIENT UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD (12) MONTHS PRECEDING THE INITIAL NOTICE CLAIM OR EVENT THAT GAVE RISE TO THE CLAIM. b. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF BUSINESS, REVENUE, PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CLAIMKIND, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY FOR CLAIMS BASED IN CONTRACT, TORT, STRICT LIABILITY OR LOSS. YOU FURTHER AGREE OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE AND SERVICES PROVIDED HEREIN, IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. c. CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT PROVIDER SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER RESULTING FROM CLAIMS ARISING OUT OF OR RELATED TO THE LIMITATION OF AGREEMENT. d. NOTHING IN THE AGREEMENT SHALL LIMIT EITHER PARTY’S LIABILITY IN THIS SECTION SHALL APPLY FOR (i) EVEN IF IT IS DETERMINED THAT AVID DEATH OR AN AVID PARTY PERSONAL INJURY CAUSED THE HARMBY A PARTY’S NEGLIGENCE, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARMFRAUD, DAMAGES(iii) BREACHES OF CONFIDENTIALITY, INJURY OR LOSS INCURRED INCLUDING ACTUAL(iv) CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHexcept as stated below in Section 10(c).

Limitations of Liability. YOU AGREE THAT 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE WILL NOT BE LIABLE TO SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY USER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, DATA USE, OR DATA, EVEN IF WE OR OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING. 11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE CUMULATIVE LIABILITY OF AVIDLASERFICHE FOR ANY AND ALL DAMAGES SUFFERED BY SUBSCRIBER, ITS AFFILIATES SUBSCRIBER’S AFFILIATES, AND EACH USERS, AND ANYONE ELSE, ARISING OUT OF THEIR RESPECTIVE OFFICERSOR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, DIRECTORSLASERFICHE SOFTWARE, SHAREHOLDERSLASERFICHE CONTENT, EMPLOYEESSERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, AGENTSINCLUDING ANY SYSTEMS, REPRESENTATIVESNETWORKS OR ENVIRONMENTS, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED RELATED TO THE LESSER FOREGOING, WHETHER BASED ON A BREACH OF (a) CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES SUBSCRIBER PAYS LASERFICHE FOR THE APPLICABLE LASERFICHE CLOUD SUBSCRIPTION GIVING RISE TO THE LIABILITY LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO AVID IN DURING THE TWELVE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE DATE THAT SUBSCRIBER FIRST LEARNED OF ANY CLAIMTHE EVENT THAT GAVE RISE TO THE CLAIM RELATED TO SUCH SUBSCRIPTION. 11.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (b) TEN THOUSAND DOLLARS ($10,000.00INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS), AND THIS SHALL WILL NOT BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED LIABLE TO DETERMINE THAT AVID SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY AVID PARTY WAS LIABLE USER, FOR THE HARMANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, FOR LOSS OF PROFITS, PERSONAL INJURY SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, DATA USE, OR DEATHDATA, EVEN IF WE OR OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSIN NO EVENT SHALL EPIC PARTIES BE LIABLE FOR ANY INDIRECT, DIRECTORSINCIDENTAL, SHAREHOLDERSSPECIAL, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, CONSEQUENTIAL OR PUNITIVE DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE INCLUDING FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY DATA, USE, GOODWILL, OR DEATHOTHER INTANGIBLE LOSSES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM: 1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; 2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY USING OUR SERVICES; 3. ANY CONTENT OBTAINED FROM OUR SERVICES; 4. ANY USE OR NON-USE OF YOUR STREAMING FOOTAGE; OR 5. UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES’ AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) FOR THE SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

Limitations of Liability. YOU AGREE THAT IN NO EVENT WILL SUB-MERCHANT, WORKWAVE OR ANY OF WORKWAVE’S ACQUIRERS, BANKS, OR THIRD PARTY SUPPLIERS (OR THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSOFFICERS, EMPLOYEES, AGENTSAFFILIATES OR AGENTS OF ANY OF THE FOREGOING) BE LIABLE UNDER CONTRACT, REPRESENTATIVESTORT, ASSIGNS AND SUCCESSORS-IN-INTEREST STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR THIS AGREEMENT (INDIVIDUALLYINCLUDING, AN “AVID PARTY” AND COLLECTIVELYWITHOUT LIMITATION, THE “AVID PARTIES”USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL THE MAXIMUM LIABILITY OF WORKWAVE OR ANY OF WORKWAVE’S ACQUIRERS, BANKS, OR THIRD PARTY SUPPLIERS (OR THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS OF ANY OF THE FOREGOING) EXCEED THE AMOUNT DUE TO YOU WORKWAVE UNDER THIS AGREEMENT FOR ALL HARM, THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO SO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. Notwithstanding the foregoing, AND (b) TEN THOUSAND DOLLARS ($10,000.00)nothing contained in this section is in any way intended, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMor should be construed, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY to limit: (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMSub-Merchant’s obligation to pay any Fees or other amounts owed under this Agreement, DAMAGESincluding, INJURY OR LOSS TO YOUbut not limited to, AND assessments or other amounts imposed by any Association, Acquirer, Bank or telecommunications services provider; (ii) TO ALL HARMany damages related to the failure of Sub-Merchant to exclusively receive the Services from WorkWave; or (iii) Sub-Merchant’s obligation to indemnify WorkWave pursuant to this Agreement. In no event will WorkWave be liable for any damages or losses that are wholly or partially caused by Sub-Merchant or its TPSPs, DAMAGESor its or their respective employees, INJURY OR LOSS INCURRED INCLUDING ACTUALagents, DIRECTaffiliates or customers, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHnor will WorkWave be liable to Sub-Merchant or Sub-Merchant’s customers or any other person or entity for any loss or liability resulting from the products or services of any third party.

Limitations of Liability. YOU ACKNOWLEDGE THAT GREATLAND MAKES THE SOFTWARE AVAILABLE TO YOU ON AN AS-IS BASIS. LIKEWISE, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL GREATLAND OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GREATLAND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE NOT HAPPY WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GREATLAND'S AGGREGATE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM(WHETHER UNDER CONTRACT, DAMAGESTORT, INJURY STATUTE OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY SOFTWARE OR LOSSTHE SERVICES PROVIDED WITHIN THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU FURTHER AGREE ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED ALL TAX RETURNS AND REQUIRED TAX DOCUMENTS ARE FILED WITH ACCURATE INFORMATION AND THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, ALL DEPOSITS AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHPAYMENTS ARE MADE.

Limitations of Liability. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT THE LIABILITY OF AVIDTO INDEMNIFY, ITS AFFILIATES DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEESMEMBERS, AGENTS, REPRESENTATIVESAND EMPLOYEES FROM AND AGAINST ALL LOSSES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMEXPENSES, DAMAGES, INJURY CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY US OR LOSS SHALL BE LIMITED SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE LESSER OF SERVICES; (a4) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE YOUR ACTUAL OR ALLEGED VIOLATION OF ANY CLAIMTHIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES. You acknowledge that the information on the Website and other Services is provided 'as is' for general information only. If you use the Services to provide any services in any heavily regulated industry, such as, without limitation, medical, legal, tax or financial advice, you are fully responsible for all such services, and represent and warrant that you are appropriately qualified and certified to do so, possessing all necessary licenses and permits to do so. You indemnify us for any failure by you or your agents to do so and/or to follow any applicable laws, rules and regulations. You may use the Services for informational purposes only, as an aid, but only as one information source among many, and not as the sole basis for making any decisions; you must conduct proper due diligence and use your own judgment when making any decisions based on any information, analytics or reports derived from the Services. We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure. If we breach this Agreement, you agree that your exclusive remedy is to recover, from us or any affiliates, resellers, distributors, and vendors, direct damages up to an amount equal to your Services fee for one month (b) TEN THOUSAND DOLLARS ($10,000.00or up to USD$10.00 if the Services are free), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID CAN'T RECOVER ANY OTHER DAMAGES OR AN AVID PARTY CAUSED THE HARMLOSSES, DAMAGESINCLUDING, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUALWITHOUT LIMITATION, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGESCONSEQUENTIAL, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF LOST PROFITS, PERSONAL INJURY SPECIAL, INDIRECT, INCIDENTAL, OR DEATHPUNITIVE. These limitations and exclusions apply if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as, without limitation, loss of content; any virus affecting your use of the Services; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, misrepresentation, or omission; trespass, or other tort; violation of statute or regulation; or unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDSERVER MANIA, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSOFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS (IT BEING ACKNOWLEDGED BY THE SUBSCRIBER THAT FOR THE PURPOSES OF THIS SECTION ONLY, SERVER MANIA IS CONTRACTING AS AGENT ON BEHALF OF ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS) SHALL NOT BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PERSON (EXCEPT FOR PHYSICAL INJURIES AS A RESULT OF SERVER MANIA’S NEGLIGENCE) FOR (1) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, LOSS OF DATA, LOSSES RESULTING FROM A THIRD PARTY’S UNAUTHORISED ACCESS TO DATA, LOSS OF PROFIT, LOSS OF EARNINGS, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITY, PERSONAL INJURY, DEATH OR ANY OTHER DAMAGE OR LOSS HOWEVER CAUSED, RESULTING DIRECTLY OR INDIRECTLY, OR RELATING, IN ANY MANNER, TO THE TERMS AND CONDITIONS HEREIN, THE SERVER MANIA SERVICES, OR THE SUBSCRIBER’S COMPUTER SYSTEM; OR (2) DEFAMATION OR COPYRIGHT INFRINGEMENT THAT RESULTS FROM MATERIAL TRANSMITTED OR RECEIVED OTHER THAN THE SERVER MANIA’S SERVICES. THESE LIMITS APPLY TO ANY ACT OR OMMISION OF SERVER MANIA, SERVER MANIA’S EMPLOYEES, OR AGENTS, REPRESENTATIVESWHICH WOULD OTHERWISE BE A CAUSE OF ACTION IN CONTRACT, ASSIGNS TORT OR ANY OTHER DOCTRINE OF LAW AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, IN NO EVENT SHALL SERVER MANIA’S LIABILITY TOWARD THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) SUBSCRIBER EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID TO SERVER MANIA BY YOU TO AVID IN THE TWELVE SUBSCRIBER FOR ANY AFFECTED SERVICE, DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE DATE OF ANY THE CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL CONTINUE TO APPLY (i) EVEN IF IT IS DETERMINED THAT AVID NOTWITHSTANDING EXPIRATION OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS TERMINATION OF PROFITS, PERSONAL INJURY OR DEATHTHESE TOS.

Limitations of Liability. YOU AND WE ARE EACH WAIVING IMPORTANT RIGHTS. UNLESS FORBIDDEN BY LAW IN A PARTICULAR INSTANCE, WE EACH AGREE AS FOLLOWS: A. IN NO EVENT WILL WE OR NISSAN OR THE UNDERLYING WIRELESS SERVICE CARRIER BE LIABLE, WHETHER OR NOT DUE TO ANY NEGLIGENCE BY SIRIUS XM, NISSAN, OR THE UNDERLYING WIRELESS CARRIER, FOR ANY: (A) ACT OR OMISSION OF A THIRD PARTY INCLUDING, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE LIABILITY NETWORK OR DISRUPT SERVICE; (B) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, FAILURES TO TRANSMIT, DELAYS, OR DEFECTS IN THE SERVICE PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER; (C) DAMAGE OR INJURY CAUSED BY SUSPENSION OR TERMINATION OF AVIDTHE SERVICES BY THE UNDERLYING WIRELESS SERVICE CARRIER; (D) DAMAGE OR INJURY CAUSED BY A FAILURE OR DELAY IN CONNECTING A CALL TO ANY ENTITY, ITS AFFILIATES AND EACH INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE; (E) DAMAGE OR INJURY CAUSED BY USE OF THEIR RESPECTIVE OFFICERSTHE DEVICE OR SERVICES, DIRECTORSINCLUDING USE IN A VEHICLE; (F) CLAIMS AGAINST YOU BY A THIRD PARTY; OR (F) DAMAGE OR INJURY YOU OR ANY THIRD PARTY MAY SUFFER BY USE OF, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, OR INABILITY TO USE THE “AVID PARTIES”) DEVICE OR SERVICES PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER. B. NEITHER SIRIUS XM NOR NISSAN WILL BE LIABLE TO YOU FOR ALL HARMANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SYSTEM OR THE SERVICES, DAMAGESOR ARISING OUT OF OR RELATING TO THE INSTALLATION, INJURY REPAIR, OR LOSS SHALL BE MAINTENANCE OF THE SYSTEM. C. THE MAXIMUM AGGREGATE LIABILITY OF SIRIUS XM, THE WIRELESS CARRIER, NISSAN, AND ANY OTHER SERVICE PROVIDER TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, FRAUD, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, PERSONAL INJURY, OR PRODUCTS LIABILITY) FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF SERVICES PROVIDED HEREUNDER IS LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN FOR NISSANCONNECT SERVICES DURING THE TWELVE MONTH PERIOD TWO MONTHS PRECEDING THE INITIAL NOTICE DATE YOUR CLAIM AROSE. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF ANY CLAIMSIRIUS XM, NISSAN, THE WIRELESS CARRIER, THE SERVICE PROVIDERS, AND ANY OTHER THIRD PARTY BENEFICIARIES, TO YOU AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. YOU UNDERSTAND AND AGREE THAT NONE OF SIRIUS XM, NISSAN, THE WIRELESS CARRIER, ANY SERVICE PROVIDER, NOR ANY OTHER THIRD PARTY BENEFICIARY WOULD HAVE AGREED TO PROVIDE NISSANCONNECT SERVICES TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION. D. UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, YOUR MAXIMUM LIABILITY TO US UNDER ANY THEORY (bINCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) TEN THOUSAND DOLLARS IS LIMITED TO ANY CHARGES DUE AND OWING BY YOU TO US. E. NEITHER YOU NOR WE CAN RECOVER ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, 1) PUNITIVE DAMAGES, INJURY (2) TREBLE, CONSEQUENTIAL, INDIRECT, OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, SPECIAL DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.OR

Limitations of Liability. YOU AGREE THAT (a) THE LIABILITY OF AVIDTHE BELLEROPHON GROUP MEMBERS IN CONNECTION WITH THE PERFORMANCE, ITS AFFILIATES AND EACH DELIVERY OR PROVISION OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY ANY SERVICE OR LOSS OTHERWISE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (a) A SUM EQUAL TO THE TOTAL AMOUNT OF TRANSACTION FEES SERVICE COST PAID BY YOU HEREUNDER TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND BELLEROPHON GROUP MEMBERS. (b) TEN THOUSAND DOLLARS ($10,000.00)NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND THIS IN NO EVENT SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID EITHER PARTY OR ANY AVID PARTY WAS OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE HARMEXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, DAMAGESINCIDENTAL, INJURY INDIRECT, COLLATERAL, CONSEQUENTIAL OR LOSS. YOU FURTHER AGREE THAT PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY 4.4(b). (c) THE SERVICES ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT OF THE LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY BELLEROPHON, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. (d) Nothing contained in this Agreement shall limit or alter (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND the obligation of either Party to indemnify the other Party pursuant to the Separation Agreement or any other Ancillary Document or (ii) TO ALL HARMthe right of either Party to make a claim pursuant to the Separation Agreement or any other Ancillary Document; provided, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHthat no Party shall obtain duplicative recoveries.

Limitations of Liability. YOU AGREE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE LIABILITY OF AVID, ZEPHYR AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORSAGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SHAREHOLDERSINDIRECT, EMPLOYEESINCIDENTAL, AGENTSSPECIAL, REPRESENTATIVESCONSEQUENTIAL, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYEXEMPLARY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, PUNITIVE OR OTHER DAMAGES, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMTO, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE DAMAGES FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY GOODWILL, USE, DATA, BUSINESS INTERRUPTION OR DEATHOTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR RESULT IN WHOLE OR IN PART FROM THE NEGLIGENCE OF ZEPHYR OR ITS OFFICERS, AGENTS OR EMPLOYEES) ARISING OR RELATING IN ANY WAY TO ANY SERVICES OR PRODUCTS THAT ZEPHYR MAY PROVIDE. EVEN IF ALL OTHER RELEASES AND WAIVERS CONTAINED IN THIS AGREEMENT ARE DEEMED INAPPLICABLE OR UNENFORCEABLE, CUSTOMER AGREES ITS SOLE REMEDY FOR ANY CLAIM OR DAMAGE OF ANY KIND AGAINST ZEPHYR AND/OR ITS OFFICERS, AGENTS OR EMPLOYEES ARISING OUT OF OR RELATING TO ANY SERVICE OR PRODUCT ZEPHYR MAY PROVIDE SHALL NOT EXCEED THE GREATER OF $1,000 OR THE AMOUNT THE CUSTOMER HAS PAID TO ZEPHYR WITHIN THE MONTH PRECEDING THE OCCURRENCE OF THE CLAIM OR CAUSE OF ACTION FOR THE SERVICE OR PRODUCT THAT ALLEGEDLY CAUSED DAMAGE TO CUSTOMER.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDIN NO EVENT SHALL THINGTHING, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) BE LIABLE TO YOU FOR ALL HARMANY DIRECT, DAMAGESINDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, MOBILE SERVICES), OR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THINGTHING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL BE LIMITED APPLY TO THE LESSER FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THINGTHING SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF (a) ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL THINGTHING’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN USE THE TWELVE MONTH PERIOD PRECEDING SERVICE DURING THE INITIAL NOTICE OF ANY CLAIM, AND PRIOR SIX (b6) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHMONTHS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY GOODWILL, USE, OR DEATH.DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (aA) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS NO EVENT SHALL EITHER PARTY BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, ANY DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY LOSS OF BUSINESS, LOSS OF USE OR DEATHDATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, RECOMMENDATIONS, AUTONOMOUS ACTIONS, THIRD- PARTY CONTENT, OR THIRD-PARTY SERVICES OR FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID1) IN NO EVENT SHALL YESIM BE LIABLE UNDER ANY LEGAL THEORY: TO USER FOR ANY INCIDENTAL, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSCONSEQUENTIAL, DIRECTORSSPECIAL, SHAREHOLDERSPUNITIVE, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, EXEMPLARY OR INDIRECT DAMAGES, OR FOR ANY LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER TORT, CONTRACT, OR STRICT LIABILITY, TO USER OR ANY THIRD PARTY FOR DAMAGES RELATING TO PERSONAL INJURY CAUSED BY INSTALLATION OR LOSS USE OF ANY YESIM PRODUCT OR SERVICE, OR FOR ANY DAMAGES THE USER MAY SUFFER FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE YESIM SIM OR YESIM APP, INCLUDING THE INABILITY TO MAKE EMERGENCY SERVICE CALLS. 2) YESIM'S TOTAL AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ASSERTED BY USER SHALL BE LIMITED TO USER'S ACTUAL DAMAGES CAUSED BY ANY YESIM PRODUCT OR SERVICE PURCHASED, LICENSED, OR USED UNDER THIS AGREEMENT, AND SHALL IN NO EVENT EXCEED THE LESSER AMOUNTS PAID TO YESIM BY USER FOR THE THREE MONTHS PRECEDING FOR NON-TOP-UP SERVICE OR THE LAST TOP-UP SERVICE FROM THE DATE OF (aCLAIM BY USER, UNDER THE APPLICABLE SCHEDULE FOR THE SPECIFIC PRODUCT OR SERVICE THAT ARE THE SUBJECT OF USER'S CLAIM AGAINST YESIM. 3) TO THE EXTENT THAT ANY PRODUCTS, SERVICES, OR FACILITIES PROVIDED HEREUNDER, OR IN RELATION TO THIS AGREEMENT, ARE PROVIDED BY THIRD PARTIES PURSUANT TO AN ARRANGEMENT WITH YESIM, THE DISCLAIMERS AND LIMITATIONS OF YESIM'S LIABILITY SET FORTH HEREIN, SHALL EXTEND FULLY TO SUCH THIRD PARTIES. THE DISCLAIMERS AND EXCLUSIONS CONTAINED HEREIN ARE INDEPENDENT OF ANY EXCLUSIVE REMEDY AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF SUCH EXCLUSIVE REMEDY. 4) THE TOTAL AMOUNT ABOVE LIMITATION INCLUDES, BUT IS NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OR THEFT OF TRANSACTION FEES PAID BY YOU DATA, TRANSMISSION DELAYS OR FAILURES, SERVICE INTERRUPTIONS, UNAUTHORIZED ACCESS OR DAMAGE TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE RECORDS, SOFTWARE PROGRAMS OR OTHER INFORMATION OR PROPERTY; LOSS OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS PROFITS; COST OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID COVER; OR ANY AVID PARTY WAS LIABLE FOR THE HARMOTHER SPECIAL, DAMAGESINCIDENTAL, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUALCONSEQUENTIAL, DIRECT, INCIDENTAL INDIRECT OR CONSEQUENTIAL PUNITIVE DAMAGES, PROPERTY DAMAGE HOWEVER CAUSED. THIS LIMITATION WILL APPLY EVEN IF YESIM HAS BEEN ADVISED OF, OR IS AWARE OF, THE POSSIBILITIES OF SUCH DAMAGES. YESIM DOES NOT AND LOSSES DUE CANNOT CONTROL THE QUALITY OF THE PARTICIPATING MEMBER OPERATOR'S NETWORKS IN WHICH SERVICE(S) MAY BE USED OR INTERCONNECT WITH. THEREFORE, YESIM DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM THE PERFORMANCE, INCLUDING FAILURE, OF THE PARTICIPATING MEMBER OPERATOR'S NETWORKS. WHERE A STATE DOES NOT ALLOW THE DISCLAIMER OR LIMITATION OF DAMAGES RELATING TO BUSINESS INTERRUPTIONPERSONAL INJURY, LOSS THE ABOVE DISCLAIMERS AND LIMITATIONS OF PROFITSLIABILITY SHALL NOT BE CONSTRUED IN THAT STATE AS DISCLAIMING OR LIMITING DAMAGES TO PERSONAL INJURY. 5) YESIM does not and cannot control the quality of the Participating member operator's networks in which service(s) may be used or interconnected with. Therefore, PERSONAL INJURY OR DEATHYESIM disclaims any and all liability that may arise from the performance, including failure, of the participating member operator's networks. 6) YESIM does not and cannot control and warrant, and therefore disclaims any and all liability for the quality and availability of any extra features and functions as hotspot, LTE and etc. of the participating member operator's. 7) YESIM disclaims any and all liability for “unsuccessful payments” charged from your credit card /and or other payment method, if “unsuccessful payment” reasons are: - expired card or incorrect card number; - the card declined based on location; - there aren’t sufficient funds on card; - the card is over its limit; - the card is blocked by the bank’s fraud system; - other errors on the side of the User or User`s bank. 8) Where a state does not allow the disclaimer or limitation of damages relating to personal injury, the above disclaimers and limitations of liability shall not be construed in that state as disclaiming or limiting damages to personal injury.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCONSEQUENTIAL, AND INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) TEN THOUSAND DOLLARS INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; ($10,000.00)c) LOSS OF GOODWILL OR REPUTATION; (d) USE, AND THIS SHALL BE YOUR ONLY REMEDY INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID WHETHER ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ BE RESPONSIBLE FOR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONDAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF PROFITSTHE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR DEATH.PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES;

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES IN CONNECTION WITH THIS VALIDATION AGREEMENT, INCLUDING ANY LOSS OF BUSINESS, PROFITS, DATA, OR GOODWILL OR INTERRUPTION OR WORK STOPPAGE. IN NO EVENT, UNDER ANY CIRCUMSTANCES, WILL OUR AGGREGATE LIABILITY IN CONNECTION WITH YOUR VALIDATION (aOR LACK THEREOF) OR THIS AGREEMENT, WHETHER FROM CONTRACT OR TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF TRANSACTION GREATER OF: (I) ANY FEES THAT YOU HAVE PAID BY YOU TO AVID US IN THE TWELVE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE LAST EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED ($100) U.S. DOLLARS. THESE LIMITATIONS OF ANY CLAIMLIABILITY ARE CRITICAL TO US, AND (b) TEN THOUSAND DOLLARS ($10,000.00), FORM AN ESSENTIAL BASIS OF THIS AGREEMENT AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO OUR RELATIONSHIP WITH YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS WE WOULD NOT ENTER INTO THIS AGREEMENT ON THESE TERMS IF THE LIMITATIONS OF PROFITS, PERSONAL INJURY OR DEATHLIABILITY WERE NOT INCLUDED.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS WE AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL HARMOF THE SERVICES, DAMAGESOR, INJURY WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS SHALL OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAX8’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID ▇▇▇▇, ▇▇ ▇▇▇▇ PARTNER IF PAID TO A PAX8 PARTNER, FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTH PERIOD PRECEDING MONTHS IMMEDIATELY PRIOR TO THE INITIAL NOTICE DATE THE CAUSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSACTION AROSE. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHThe limitation of liability set forth above is a fundamental element of the basis of this Agreement between Pax8 and you. Pax8 would not be able to provide the Services on an economic basis without such limitations.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ▇▇▇▇▇▇▇▇▇▇.▇▇ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCONSEQUENTIAL, AND INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) TEN THOUSAND DOLLARS INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; ($10,000.00)c) LOSS OF GOODWILL OR REPUTATION; (d) USE, AND THIS SHALL BE YOUR ONLY REMEDY INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID WHETHER ▇▇▇▇▇▇▇▇▇▇.▇▇ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL ▇▇▇▇▇▇▇▇▇▇.▇▇ BE RESPONSIBLE FOR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONDAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF PROFITSTHE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ▇▇▇▇▇▇▇▇▇▇.▇▇ ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR DEATH.PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES;

Limitations of Liability. YOU AGREE NOTWITHSTANDING ANYTHING TO THE CONTRARY ANYWHERE IN THIS AGREEMENT, MILLENNIUM'S EXCLUSIVE REMEDY AND THE COMPANY'S LIMIT OF LIABILITY FOR ANY AND ALL PRODUCT WARRANTY CLAIMS HEREUNDER, SHALL BE FOR THE REPLACEMENT OF THE PARTICULAR PRODUCT WITH RESPECT TO WHICH SUCH CLAIMS ARE ASSERTED UNDER SECTION 3(B). EXCEPT FOR OBLIGATIONS OF INDEMNITY FOR THIRD PARTY CLAIMS NOT LIMITED BY THE PRECEDING SENTENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM THE PRODUCT OR ANY OTHER ACTIVITIES OF THE PARTIES UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY ANYWHERE IN THIS AGREEMENT, THE TOTAL LIABILITY THAT THE LIABILITY COMPANY WILL HAVE TO MILLENNIUM UNDER OR IN CONNECTION WITH OR RELATED IN ANY MANNER TO THIS AGREEMENT, OTHER THAN PURSUANT TO A SALE TRANSACTION UNDER SECTION 6(e), (UNDER ANY THEORY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMLIABILITY, AND INCLUDING, WITHOUT LIMITATION, ON ACCOUNT OF DAMAGES FOR BREACH OF CONTRACT, TORT, OR OTHERWISE) SHALL NEVER EXCEED AN AGGREGATE OF $5 MILLION (bFIVE MILLION) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT SCANTRON’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE LIABILITY FEES PAID TO SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED EVENT GIVING RISE TO THE LESSER CAUSE OF (a) THE TOTAL AMOUNT ACTION, NOTWITHSTANDING ANY FAILURE OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND LIMITED REMEDY. NO ACTION RELATED TO THIS SHALL AGREEMENT MAY BE YOUR ONLY REMEDY REGARDLESS BROUGHT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF WHAT LEGAL THEORY IS USED THE EVENT GIVING RISE TO DETERMINE THAT AVID THE CAUSE OF ACTION. IN NO EVENT WILL SCANTRON BE LIABLE TO CUSTOMER OR ANY AVID PARTY WAS LIABLE OTHER PERSON OR ENTITY FOR THE HARMLOST DATA, DAMAGESLOST PROFITS, INJURY INTEREST OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION COST OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID MONEY; OR AN AVID PARTY CAUSED THE HARMFOR COVER; OR FOR ANY PUNITIVE, DAMAGESINDIRECT, INJURY OR LOSS TO YOUINCIDENTAL, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGESDAMAGES ARISING OUT OF SCANTRON’S PERFORMANCE OR NONPERFORMANCE OR THE USE OF, PROPERTY DAMAGE AND LOSSES DUE INABILITY TO BUSINESS INTERRUPTIONUSE OR RESULTS OF USE OF ANY PRODUCTS, LOSS OF PROFITSSERVICES, PERSONAL INJURY DELIVERABLES, OR DEATHOTHER ITEMS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY (a) UNDER NO CIRCUMSTANCES (I) WILL HORIZON OR ANY OF AVIDITS PARENTS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OR VENDORS (OR ANY OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEES OR AGENTS OF THE PARTIES, EMPLOYEESOR ITS PARENTS, AGENTSAFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, REPRESENTATIVESINCIDENTAL, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYCONSEQUENTIAL, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY SPECIAL OR EXEMPLARY DAMAGE OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID SUFFERED OR INCURRED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCUSTOMER, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID THE FORM OF ACTION, OR ANY AVID PARTY WAS LIABLE FOR THE HARMLOSS OF REVENUE, DAMAGESPROFITS OR BUSINESS, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONANTICIPATED SAVINGS, LOSS OF PROFITSGOODWILL OR REPUTATION, PERSONAL INJURY COSTS OF DELAY, LOST OR DEATHDAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) WILL HORIZON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE COMPENSATION HORIZON RECEIVED FOR PROVIDING THE TRANSACTION SERVICES TO CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

Limitations of Liability. YOU AGREE THAT ALSO EXPRESSLY ABSOLVE AND RELEASE WEFIGHT FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND WEFIGHT’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WEFIGHT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE APPLICATION, WITH THE DELAY OR INABILITY TO USE THE APPLICATION, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR APPLICATION, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY (INCLUDING, DATA STORAGE), AND MATERIALS AVAILABLE THROUGH THE APPLICATION, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WEFIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF AVID, ITS AFFILIATES AND EACH WEFIGHT FOR ANY REASON WHATSOEVER RELATED TO USE OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST THE APPLICATION SHALL NOT EXCEED $100 (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, US) OR THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN WEFIGHT (FOR USE OF THE APPLICATION) DURING THE TWELVE MONTH PERIOD (12) MONTHS PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY WHICHEVER IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHGREATER.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ANY OF AVIDITS LICENSORS OR VENDORS SHALL BE LIABLE WITH RESPECT TO ANY SOFTWARE, SERVICES AND/OR ANY OTHER SUBJECT MATTER OF THIS ▇▇▇▇ UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, LOST BUSINESS LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF COMPANY (OR ANY OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSAGENTS OR REPRESENTATIVES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (II) ANY AMOUNTS IN EXCESS OF, REPRESENTATIVESIN THE AGGREGATE, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYFOR ALL CLAIMS IN CONNECTION HEREWITH RELATING HERETO, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION LICENSE FEES PAID BY YOU TO AVID IN HEREUNDER FOR THE TWELVE MONTH PERIOD PRECEDING SOFTWARE. ALL OF THE INITIAL NOTICE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSLIMITED REMEDY. YOU FURTHER AGREE THAT MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE LIMITATION CAUSE OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHACTION HAS ARISEN.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDMAXIMUM EXTENT PERMITTED BY LAW, ITS AFFILIATES WE AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORSOUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, REPRESENTATIVESAND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, ASSIGNS AND SUCCESSORS-IN-INTEREST INCIDENTAL, SPECIAL, CONSEǪUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (INDIVIDUALLYA) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, AN “AVID PARTY” AND COLLECTIVELYUSE, OR ALTERATION OF YOUR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE “AVID PARTIES”) TO YOU POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED CLAIMS RELATING TO THE LESSER SERVICES EXCEED THE GREATER OF (a) $100 USD OR THE TOTAL AMOUNT OF TRANSACTION FEES YOU PAID BY YOU TO AVID US IN THE TWELVE MONTH PERIOD 12 MONTHS PRECEDING THE INITIAL NOTICE DATE OF ANY THE ACTIVITY GIVING RISE TO THE CLAIM, . PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED WECEPT AGREE TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO RESOLVE ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

Limitations of Liability. YOU AND WE ARE EACH WAIVING IMPORTANT RIGHTS, UNLESS FORBIDDEN BY LAW IN A PARTICULAR INSTANCE. WE EACH AGREE AS FOLLOWS: A. IN NO EVENT WILL SIRIUS XM, NISSAN, THE WIRELESS SERVICE PROVIDER OR THE UNDERLYING CARRIER BE LIABLE, WHETHER OR NOT DUE TO ANY NEGLIGENCE BY SIRIUS XM, NISSAN, THE WIRELESS SERVICE PROVIDER OR THE UNDERLYING CARRIER, FOR ANY: (A) ACT OR OMISSION OF A THIRD PARTY INCLUDING, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT THE SERVICES; (B) ANY MISTAKES, OMISSIONS, ERRORS, DELAYS, OR DEFECTS IN THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTIONS, FAILURES TO TRANSMIT, OR ANY OTHER FAULT IN THE SERVICES PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER; (C) DAMAGE OR INJURY CAUSED BY SUSPENSION OR TERMINATION OF THE SERVICES; (D) DAMAGE OR INJURY CAUSED BY A FAILURE OR DELAY IN CONNECTING A CALL TO ANY ENTITY, INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE; (E) DAMAGE OR INJURY CAUSED BY USE OF THE SYSTEM OR THE SERVICES, INCLUDING USE IN A VEHICLE; (F) CLAIMS AGAINST YOU BY A THIRD PARTY; OR (G) DAMAGE OR INJURY YOU OR ANY THIRD PARTY MAY SUFFER BY USE OF, OR INABILITY TO USE, THE SYSTEM OR SERVICES. B. NEITHER SIRIUS XM, NOR NISSAN, NOR ANY SERVICE PROVIDER WILL BE LIABLE TO YOU FOR ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SYSTEM OR THE SERVICES, OR ARISING OUT OF OR RELATING TO THE INSTALLATION, REPAIR, OR MAINTENANCE OF THE SYSTEM. C. THE MAXIMUM AGGREGATE LIABILITY OF SIRIUS XM, THE WIRELESS CARRIER, THE UNDERLYING CARRIER, NISSAN, AND ANY OTHER SERVICE PROVIDER TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, FRAUD, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, PERSONAL INJURY, OR PRODUCTS LIABILITY) FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF THE SERVICES PROVIDED HEREUNDER, IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100) IN THE AGGREGATE (NOT PER INCIDENT). THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF SIRIUS XM, NISSAN, THE WIRELESS CARRIER, THE SERVICE PROVIDERS, AND ANY OTHER THIRD PARTY BENEFICIARIES TO YOU AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. YOU UNDERSTAND AND AGREE THAT NONE OF SIRIUS XM, NISSAN, THE WIRELESS CARRIER, ANY SERVICE PROVIDER, OR ANY OTHER THIRD PARTY BENEFICIARY WOULD HAVE AGREED TO PROVIDE THE SERVICES TO YOU IF YOU DID NOT AGREE TO THIS D. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, ANY ACTION BROUGHT AGAINST NISSAN, SIRIUS XM, OR ANY SERVICE PROVIDERS ARISING OUT OF OR RESULTING FROM YOUR VIOLATION OF THIS AGREEMENT, YOUR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY LIABILITY WHICH CANNOT BE DISCLAIMED OR LIMITED UNDER APPLICABLE LAW, YOUR MAXIMUM LIABILITY TO US UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO ANY CHARGES DUE AND OWING BY YOU TO US. E. NEITHER YOU NOR WE CAN RECOVER (1) PUNITIVE DAMAGES, (2) TREBLE, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, OR (3) ATTORNEY'S FEES. YOU CANNOT RECOVER THESE TYPES OF DAMAGES OR FEES FROM ANY THIRD PARTY BENEFICIARY, EITHER. YOU AND WE AGREE NOT TO MAKE, AND TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT. F. WE HAVE NO LIABILITY FOR SERVICE INTERRUPTIONS OF 30 DAYS OR LESS. TO RECEIVE SERVICE CREDIT FOR LONGER INTERRUPTIONS, YOU MUST NOTIFY US WITHIN 60 DAYS AFTER THE TIME WHEN THAT SERVICE INTERRUPTION STARTED. EXCEPT FOR ANY CREDITS PROVIDED VOLUNTARILY BY US FOR A DROPPED CALL, OR CREDITS FOR INTERRUPTED SERVICE AS DESCRIBED ABOVE, NO ONE IS LIABLE TO YOU FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, WEATHER, OR ANY OTHER THINGS WE OR SERVICE PROVIDERS DON'T CONTROL. G. YOU UNDERSTAND AND AGREE THAT THE SERVICES UTILIZE A MOBILE WIRELESS NETWORK TO PROVIDE SERVICE, AS DESCRIBED IN SECTIONS 7 AND 9 ABOVE. NEITHER WE, THE WIRELESS CARRIER, NOR THE UNDERLYING CARRIER CAN GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. NEITHER WE, THE WIRELESS CARRIER, NOR THE UNDERLYING CARRIER WILL BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SYSTEM OR THE SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THE LACK OF PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. IN ADDITION TO ANYTHING ELSE IN THIS AGREEMENT, YOU AGREE TO EXCUSE ANY NON-PERFORMANCE BY US OR ANY SERVICE PROVIDER CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF A THIRD PARTY, OR BY ANY EQUIPMENT FAILURE, ACT OF GOD, NATURAL DISASTER, STRIKE, EQUIPMENT OR FACILITY SHORTAGE, OR OTHER CAUSES BEYOND THE CONTROL OF US OR OUR SERVICE PROVIDERS. H. If another wireless Service Provider is involved in any problem (for example, because of roaming), you also agree to any limitations of liability that it imposes on its customers. I. YOU AGREE THAT NONE OF US, NOR ANY SERVICE PROVIDER PROVIDING SERVICES TO US WHO SENDS YOU DATA OR INFORMATION THROUGH THE LIABILITY SERVICES, IS LIABLE FOR ANY ERRORS, DEFECTS, PROBLEMS, OR MISTAKES IN THAT DATA OR INFORMATION. J. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SIRIUS XM, NISSAN, AND THE UNDERLYING CARRIER OR WIRELESS SERVICE CARRIER AND SUPPLIERS OF AVIDANY SERVICE, ITS AFFILIATES AND EACH OF OUR AND THEIR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSAND AGENTS AGAINST ANY AND ALL COSTS, REPRESENTATIVESEXPENSES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYACTS, AN “AVID PARTY” AND COLLECTIVELYACTIONS OR CLAIMS, THE “AVID PARTIES”) TO YOU INCLUDING WITHOUT LIMITATION CLAIMS FOR ALL HARMLIBEL, DAMAGESSLANDER, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER INFRINGEMENT OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCOPYRIGHT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITSDAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT, THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, OR THE USE, FAILURE TO USE, OR INABILITY TO USE THE SYSTEM OR THE SERVICES, EXCEPT WHERE THE CLAIMS RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT NOT APPLICABLE TO YOU. K. You agree that the limitations of liability and indemnities in this Agreement will survive even after the Agreement has ended. These limitations of liability apply not only to you, but to anyone using or occupying your Vehicle, to anyone making a claim on your behalf, and to any claims made by your family, employees, customers, or others arising out of or relating to the Services or the System.

Limitations of Liability. YOU AGREE THAT THE LIABILITY UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OUR OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEES, EMPLOYEESCONTRACTORS, AGENTS, REPRESENTATIVESAFFILIATES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR SUBSIDIARIES BE LIABLE TO YOU FOR ALL HARMANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF OUR SERVICES, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR LOSS SHALL BE LIMITED TO OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR THE LESSER INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF (a) THE TOTAL AMOUNT OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSOUR SERVICES. YOU FURTHER AGREE THAT SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID FOR PERSONAL INJURY, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE SO THIS LIMITATION MAY NOT APPLY TO BUSINESS INTERRUPTION, LOSS YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE $1,000 USD OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF PROFITS, PERSONAL INJURY OR DEATHTHE APPLICABLE JURISDICTION. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Limitations of Liability. YOU AGREE THAT a. GENERAL LIMITATION - CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED BREACH OF WARRANTY BY CPE-NC SHALL BE TO REQUIRE CPE-NC TO RE-PERFORM ANY DEFECTIVE SERVICES. CPE-NC'S LIABILITY AND CLIENT'S REMEDIES FOR ALL CAUSES OF ACTION ARISING HEREUNDER WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE, , OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED EXCEPT FOR THE LIABILITY MUTUAL INDEMNIFICATIONS SET FORTH IN SECTION 7 ABOVE. IN THE CUMULATIVE AGGREGATE (INCLUDING ANY INSURANCE PROCEEDS) WITH RESPECT TO ALL CLAIMS ARISING OUT OF AVIDOR RELATED TO THIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHATEVER MINIMUM AMOUNT MAY BE REQUIRED BY LAW OR, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYIF NONE, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE COMPENSATION FOR SUCH SERVICES, b. CONSEQUENTIAL DAMAGES: FURTHER AND REGARDLESS OF ANY CLAIMOTHER PROVISION HEREIN, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS CPE-NC SHALL NOT BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY INCIDENTAL, DAMAGESINDIRECT, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, DAMAGES (INCLUDING LOSS OF PROFITS, PERSONAL INJURY DECLINE IN PROPERTY VALUE, REGULATORY AGENCY FINES, LOST PRODUCTION OR DEATH.LOSS OF USE) INCURRED BY CLIENT OR FOR WHICH CLIENT MAY BE LIABLE TO ANY THIRD PARTY OCCASIONED BY THE SERVICES OR BY APPLICATION OR USE OF REPORTS OR OTHER WORK PERFORMED HEREUNDER. CPE-NC /CLIENT

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING ELSE, EXCEPT FOR KESTREL’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR KESTREL’S INDEMNIFICATION OBLIGATIONS UNDER THE LIABILITY TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KESTREL OR ANY OF AVID, ITS AFFILIATES AND EACH OF OR THEIR RESPECTIVE MANAGERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR AGENTS BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY CLIENT OR LOSS SHALL BE LIMITED ANY AUTHORIZED USER WITH RESPECT TO THE LESSER KESTREL SOFTWARE AND/OR ANY OTHER SUBJECT MATTER OF THESE TERMS OR ALLSCRIPTS AGREEMENT UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (aI) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, REPLACEMENT COSTS OR LOST BUSINESS, EVEN IF KESTREL HAS BEEN ADVISED OF THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION SUCH DAMAGES; OR (II) IN THE AGGREGATE, IN ANY AMOUNT, GREATER THAN THE FEES PAID BY YOU ALLSCRIPTS TO AVID IN KESTREL FOR THE TWELVE MONTH PERIOD PRECEDING CLIENT’S USE OF KESTREL SOFTWARE AND RELATED ITEMS THAT IS/ARE THE INITIAL NOTICE SUBJECT OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR CLAIMS DURING THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.TWELVE

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING TO THE LIABILITY CONTRARY EXPRESSED OR IMPLIED HEREIN: a. IN NO EVENT SHALL TRUCE BE LIABLE TO CUSTOMER OR ANY OF AVIDCUSTOMER’S USERS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSADMINISTRATORS OR ANY OTHER EMPLOYEE, DIRECTORSCONTRACTOR, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST AGENT OR OTHER PERSONNEL (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID CUSTOMER PARTIES”) TO YOU FOR ALL HARMANY OF THE FOLLOWING, WHETHER TRUCE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND LOST SAVINGS; (2) ANY CLAIM ASSERTED BY ANY THIRD PARTY (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15); (3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY CLAIMS OR DAMAGES RESULTING FROM DEATH OF OR INJURY TO ANY OF THE CUSTOMER PARTIES OR LOSS SHALL ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE, IMPROPER USE, OR INABILITY TO USE THE TRUCE SYSTEM; AND, (4) ANY LEGAL FEES OR OTHER EXPENSES RELATED THERETO (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15). b. THE TOTAL LIABILITY OF TRUCE TO THE CUSTOMER PARTIES WILL BE LIMITED TO THE LESSER OF (ai) CUSTOMER’S ACTUAL DIRECT DAMAGES, IF ANY OR (ii) THE TOTAL AMOUNT OF TRANSACTION FEES PAID CUMULATIVE PAYMENTS ACTUALLY RECEIVED BY YOU TRUCE FROM CUSTOMER PURSUANT TO AVID IN THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR DATE ON WHICH THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE APPLICABLE CLAIM AROSE; PROVIDED THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 BELOW. c. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL CONDITION OF THE AGREEMENT. d. THE LIMITATIONS SET FORTH IN THIS SECTION 14 SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID REGARDLESS OF THE FORM, NATURE OR AN AVID PARTY CAUSED THE HARMTYPE OF CLAIM OR CAUSE OF ACTION ASSERTED BY ANY CUSTOMER PARTY, DAMAGESWHETHER IN CONTRACT, INJURY TORT OR LOSS TO YOUOTHERWISE, AND (ii) TO ALL HARMSHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, DAMAGESREGARDLESS OF THE REASON FOR SUCH TERMINATION. e. Notwithstanding the foregoing, INJURY OR LOSS INCURRED INCLUDING ACTUALthe parties acknowledge that, DIRECTin some jurisdictions, INCIDENTAL OR CONSEQUENTIAL DAMAGESapplicable law does not allow the exclusion or limitation of incidental, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONconsequential or special damages, LOSS OF PROFITSthe exclusion of implied warranties, PERSONAL INJURY OR DEATHor limitations on how long a given warranty may last, so some of the above limitations may not apply.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID EITHER PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.:

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF AVIDTHIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSLAUDER MANAGEMENT WILL NOT BE LIABLE FOR ANY INDIRECT, DIRECTORSSPECIAL, SHAREHOLDERSEXEMPLARY, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR LOSS NOT AND REGARDLESS WHETHER LAUDER MANAGEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, LAUDER MANAGEMENT’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, SHALL BE LIMITED TO THE LESSER OF (aI) THE TOTAL AMOUNT OF TRANSACTION FEES PAID ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO AVID IN FOR THE TWELVE MONTH PERIOD GOODS OR SERVICES DURING THE SIX (6) MONTHS PRECEDING THE INITIAL NOTICE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING HEREIN TO THE LIABILITY CONTRARY, TO THE EXTENT PERMITTED BY LAW, FOR ANY CAUSE RELATED TO OR ARISING OUT OF AVIDTHIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE THEORY, HOWEVER ARISING, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES AND EACH HAVE ANY LIABILITY ARISING OUT OF THEIR RESPECTIVE OFFICERSOR RELATED TO THIS AGREEMENT FOR (A) ANY LOST PROFITS, DIRECTORSREVENUES, SHAREHOLDERSGOODWILL, EMPLOYEESOR INDIRECT, AGENTSSPECIAL, REPRESENTATIVESINCIDENTAL, ASSIGNS AND SUCCESSORS-IN-INTEREST CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES;; OR (INDIVIDUALLYB) DAMAGES IN AN AMOUNT THAT EXCEEDS THE AMOUNTS PAID OR PAYABLE TO RISKIQ BY THE CUSTOMER (OR, AN “AVID PARTY” AND COLLECTIVELYIF APPLICABLE, THE “AVID PARTIES”CHANNEL PARTNER) TO YOU UNDER THIS AGREEMENT FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE LESSER FIRST EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF (a) THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT THE EXCEPT FOR CFI’S INDEMNITY OBLIGATION UNDER THIS SECTION, CFI’S TOTAL LIABILITY AND CITY’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF AVIDANY TYPE WHATSOEVER, ITS AFFILIATES AND EACH ARISING OUT OF THEIR RESPECTIVE OFFICERSPRODUCTS OR SERVICES PROVIDED HEREUNDER, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY CFI’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED US $100,000. EXCEPT FOR CLAIMS (I) ARISING UNDER SECTION 9 ABOVE, OR (II) IN CONNECTION WITH A BREACH OF THE LESSER SCOPE OF USE OF THE LICENSES GRANTED HEREUNDER, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMINCLUDING, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONBUT NOT LIMITED TO, LOSS OF PROFITS, PERSONAL INJURY REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. CFI WILL INDEMNIFY, DEFEND, AND HOLD CITY HARMLESS FROM ALL THIRD PARTY CLAIMS AND LAWSUITS WHICH ARE CAUSED BY THE PRODUCT’S INFRINGEMENT OF A US COPYRIGHT, US TRADEMARK OR US PATENT, DEATH, DISABILITY, OR TANGIBLE PROPERTY DAMAGE PURSUANT TO PRODUCT LIABILITY CLAIMS UNDER UNITED STATES LAW. CFI’S INDEMNIFICATION OBLIGATION AND CONTINUATION THEREOF IS SUBJECT TO: (I) CITY PROVIDING CFI WITH PROMPT WRITTEN NOTICE OF ANY CLAIM OR LAWSUIT, (II) CFI HAVING SOLE CONTROL OF THE DEFENSE AND ALL NEGOTIATIONS FOR SETTLEMENT OR COMPROMISE THEREOF, (III) CITY CEASING USE OF THE INFRINGING SOFTWARE WITHIN TEN (10) DAYS OF CFI’S REASONABLE REQUEST AND (IV) CITY REASONABLY COOPERATING IN THE DEFENSE OF SUCH CLAIM OR LAWSUIT. CFI AGREES TO PAY ALL SETTLEMENTS ENTERED INTO BY CFI, JUDGMENTS FINALLY AWARDED AGAINST CITY, AND ALL ATTORNEYS’ FEES AND EXPENSES FOR COUNSEL HIRED BY CFI. CITY MAY ELECT TO PARTICIPATE IN ANY SUCH ACTION WITH COUNSEL OF ITS OWN CHOICE AND EXPENSE. CFI WILL HAVE NO LIABILITY IF THE ALLEGED INFRINGEMENT IS BASED UPON: (I) A COMBINATION OF PRDUCTS WITH NON-CFI PRODUCTS; (II) USE FOR A PURPOSE OR IN A MANNER NOT PROSCRIBED BY CFI; (III) USE OF ANY OLDER VERSION OF SOFTWARE WHEN USE OF NEWER SOFTWARE WOULD HAVE AVOIDED INFRINGEMENT; AND (IV) ANY MODIFICATION NOT MADE WITH CFI’S WRITTEN APPROVAL OR ANY MODIFICATION MADE BY CFI DUE TO CITY’S SPECIFIC INSTRUCTIONS; OR (V) ANY INTELLECTUAL PROPERTY RIGHT OWNED OR LICENSED BY CITY OR ANY OF ITS/THEIR AFFILIATES.

Limitations of Liability. TO THE MAXIMUMM EXTENT PERMITTED BY LAW, YOU AGREE THAT THE LIABILITY OF AVIDWE, ITS AFFILIATES AND EACH OF THEIR OUR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVESTHIRD PARTY CONTRACTORS AND SERVICE PROVIDERS, ASSIGNS OR SUPPLIERS WILL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GODWILL OR ANY OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SUCCESSORS-IN-INTEREST EVEN IN THE EVENT OF FAULT, TORT (INDIVIDUALLYINCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, AN “AVID PARTY” IN NO EVENT WILL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTRACTORS AND COLLECTIVELYSERVICE PROVIDERS, AND SUPPLIERS TO Y OU EXCEED, IN TOTAL, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSUS. YOU FURTHER AGREE ACKNOWLEDGE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL THESE LIMITATIONS APPLY (i) EVEN IF IT IS DETERMINED THAT AVID YOU HAVE BEEN ADVISED OF TH EPOSSIBLITY OF SUCH DAMAGES OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS REMEDIES FAIL OF PROFITS, PERSONAL INJURY OR DEATHTHEIR ESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT 11.1 EXCEPT FOR LIABILITY ARISING FROM A CLAIM FOR A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OF SECTION 7, NOTWITHSTANDING ANY TERM OR PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE LIABILITY OTHER PARTY OR TO ANY OTHER PERSON, FIRM OR CORPORATION, FOR ANY INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR OTHER SIMILAR TYPE OF AVIDDAMAGES, ITS AFFILIATES AND EACH INCLUDING YET NOT LIMITED TO DAMAGES BASED UPON LOSS OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYPROFITS AND/OR LOSS OF BUSINESS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE “AVID PARTIES”) PERFORMANCE THEREOF, THE USE OF THE PRODUCTS PROMISED OR SERVICES DELIVERED PURSUANT TO YOU THIS AGREEMENT, AND/OR AN ALLEGED BREACH OF THIS AGREEMENT, WHETHER OR NOT THAT PARTY IS INFORMED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 11.2 EXCEPT FOR ALL HARMLIABILITY ARISING FROM A VIOLATION OF SECTION 7 OR ARISING UNDER SECTION 12, DAMAGES, INJURY OR LOSS UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIMITED LIABLE TO THE LESSER OTHER PARTY OR TO ANY OTHER PERSON, FIRM OR CORPORATION, FOR DAMAGES OF (a) ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE TOTAL PERFORMANCE THEREOF, THE PRODUCTS OR SERVICES DELIVERED PURSUANT TO THIS AGREEMENT, AND/OR AN ALLEGED BREACH OF THIS AGREEMENT, IN ANY AMOUNT OF TRANSACTION MONEY WHICH SHALL EXCEED (I) IN THE CASE OF CLAIMS AGAINST NZBA, THE AMOUNT OF THE FEES PAID BY YOU PARTICIPANT TO AVID NZBA; AND (II) IN THE CASE OF CLAIMS AGAINST PARTICIPANT, THE AMOUNT OF FEES DUE TO BE PAID BY PARTICIPANT TO NZBA IN THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS BEFORE THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR CLAIM AROSE. 11.3 THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 11 SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMTO ALL CAUSES OF ACTION, DAMAGESINCLUDING, INJURY OR LOSS TO YOUBUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, AND (ii) TO ALL HARMLIABILITY BASED UPON THE PROVISIONS OF ANY PART OF THIS AGREEMENT AND ANY FEDERAL, DAMAGESSTATE AND/OR LOCAL LAW AND/OR ORDINANCE. THE LIMITATIONS ON LIABILITY REPRESENT A FUNDAMENTAL TERM OF THIS AGREEMENT AND NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THEIR INCLUSION. 11.4 NO ACTION, INJURY OR LOSS INCURRED INCLUDING ACTUALREGARDLESS OF FORM, DIRECTARISING OUT OF THIS AGREEMENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS MAY BE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF PROFITS, PERSONAL INJURY OR DEATHACTION HAS ARISEN.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDMAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ALL HARMANY LOSS OR DAMAGE FOR LOST PROFITS OR REVENUES OR LOST DATA OR SIMILAR ECONOMIC LOSS, REGARDLESS OF HOW SUCH LOSSES OR DAMAGES ARE CHARACTERIZED, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INJURY WHETHER IN CONTRACT, TORT OR LOSS SHALL BE LIMITED OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF SUCH CLAIM. TO THE LESSER MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF (aCONTRACT, WARRANTY, AND OTHER CONTRACT OR TORT CLAIMS) EXCEED THE TOTAL AMOUNT OF TRANSACTION DIRECT DAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT OF FEES PAID BY YOU TO AVID IN US HEREUNDER DURING THE TWELVE MONTH PERIOD (12) MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE CAUSE OF ANY ACTION OR CLAIM. This Section shall not limit damages caused by our fraud, AND (b) TEN THOUSAND DOLLARS ($10,000.00)misrepresentation or gross negligence, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHor to amounts payable by us to a third party pursuant to our indemnification obligation in Section 9.1.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, 12.1 IN NO EVENT SHALL SONY OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL SUPPLIERS BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMPROSPECTIVE PROFITS, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECTSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, PROPERTY DAMAGE AND LOSSES DUE INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED [*] . EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO BUSINESS INTERRUPTIONPUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS. 12.2 IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT. 12.3 SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, NO SONY ENTITY NOR ITS SUPPLIERS MAKE, NOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF PROFITSTHE USE OF, PERSONAL OR INABILITY TO USE, SUCH UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS ARISING FROM THE INJURY OR DEATHDEATH OF ANY PERSON RESULTING FROM THE PROVEN NEGLIGENCE OF SONY.

Limitations of Liability. YOU AGREE THAT EXCEPT FOR A BREACH BY CLIENT AS TO LIMITATIONS ON USE DESCRIBED IN SECTION 2 AND A BREACH OF ANY PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), WILL EITHER PARTY BE LIABLE TO THE LIABILITY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF AVID, ITS AFFILIATES AND EACH THE USE OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYTHE ONLINE REPORTING SYSTEM, THE “AVID PARTIES”) ABS PRODUCTS OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, COSTS OF RECREATING DATA, THE COST OF ANY SUBSTITUTE SERVICE, EQUIPMENT, PROGRAM, OR DATA, OR CLAIMS BY ANY THIRD PARTY. EXCEPT FOR A BREACH BY CLIENT AS TO YOU FOR ALL HARMLIMITATIONS ON USE DESCRIBED IN SECTION 2 OF THIS AGREEMENT AND A BREACH OF ANY PAYMENT OBLIGATIONS HEREUNDER, DAMAGES, INJURY IN NO EVENT WILL A PARTY’S LIABILITY ARISING OUT OF OR LOSS SHALL BE LIMITED RELATED TO THE LESSER OF (a) THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF TRANSACTION ALL FEES PAID BY YOU OR PAYABLE TO AVID IN ABS UNDER THIS AGREEMENT FOR THE TWELVE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE EVENT GIVING RISE TO THE LIABILITY CLAIM. THE EXISTENCE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID MORE THAN ONE CLAIM WILL NOT ENLARGE OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.EXTEND THESE LIMITS

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID EITHER PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST COMPANY ENTITIES BE LIABLE (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”A) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE DAMAGES OF ANY CLAIMKIND, AND INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (b) TEN THOUSAND DOLLARS ($10,000.00INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS UNDER ANY THEORY OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY AVID PARTY WAS LIABLE FOR WAY IN CONNECTION WITH THE HARMSERVICES OR THESE TERMS AND WHETHER IN CONTRACT, DAMAGES, INJURY STRICT LIABILITY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY TORT (iINCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF IT IS DETERMINED THAT AVID THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR AN AVID PARTY CAUSED (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE HARMDELIVERY, DAMAGES, INJURY USE OR LOSS TO YOU, AND PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (iiSUCH AS THE STATE OF NEW JERSEY) TO ALL HARM, DAMAGES, INJURY DO NOT ALLOW THE EXCLUSION OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO BUSINESS INTERRUPTIONYOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), LOSS OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR COMPANY NFTS PURCHASED ON OR USING THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF PROFITS, PERSONAL INJURY OR DEATHITS ESSENTIAL PURPOSE.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PROGRAM, OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA, OR ANY DAMAGES OR SUMS PAID BY MEMBER TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY, OR ANY STATUTORY DUTY, NEGLIGENCE, OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO MEMBER. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS INTUIT UNDER THIS AGREEMENT OR ONE HUNDRED ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i100) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) DUOCIRCLE SHALL NOT BE LIABLE TO YOU FOR ALL HARMANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INJURY INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR LOSS OTHER LOSSES (EVEN IF DUOCIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE PROGRAMS AND/OR YOUR CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN ANY SUCH CASE, DUOCIRCLE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES ACTUALLY PAID BY YOU TO AVID DUOCIRCLE HEREUNDER FOR THE SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT, IN THE TWELVE MONTH PERIOD PRECEDING ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE INITIAL NOTICE TERMS OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL AGREEMENT WOULD BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSUBSTANTIALLY DIFFERENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDUNDER NO CIRCUMSTANCES OR LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BRAINSELL OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSSUPPLIERS, DIRECTORS, SHAREHOLDERSRESELLERS, EMPLOYEES, AGENTSCONSULTANTS, REPRESENTATIVESAND AGENTS BE LIABLE FOR ANY DIRECT, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYINDIRECT, AN “AVID PARTY” AND COLLECTIVELYSPECIAL, THE “AVID PARTIES”) TO YOU FOR ALL HARMINCIDENTAL, DAMAGESPUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGESPERSONAL INJURY, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONDAMAGE, LOSS OF PROFITSPROFITS OR OTHER ECONOMIC LOSS, PERSONAL INJURY DAMANGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR DEATHMALFUNCTION, OR LOSS OF DATA HOWEVER CASUSED, ARISING OUT OF THIS AGREEMENT (INCLUDING DAMAGES ARISING OUT OF OR RELATED TO DISCLOSURE OF CONFIDENTIAL OR PROPRIETARY INFORMATION) OR OUT OF, DELIVERING, INSTALLING, FURNISHING, OR USING THE SOFTWARE AND ANY SUPPORT, MAINTENANCE, OR OTHER SERVICES THAT MAY BE PROVIDED BY BRAINSELL DIRECTLY OR INDIRECTLY TO YOU EVEN IF BRAINSELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BRAINSELL BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE LIST PRICE BRAINSELL CHARGES FOR A SINGLE USER LICENSE TO THE SOFTWARE.

Limitations of Liability. YOU AGREE THAT THE EXCEPT AS PROVIDED OTHERWISE UNDER SECTION 6 "INDEMNITY" AND IN SECTION 10 CONFIDENTIALITY, ▇▇▇▇▇▇▇'S TOTAL LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF AVIDANY TYPE WHATSOEVER, ITS AFFILIATES AND EACH ARISING OUT OF THEIR RESPECTIVE OFFICERSA PRODUCT OR SERVICE PROVIDED HEREUNDER, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY EGENERA'S NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PRICE PAID BY YOU CUSTOMER TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE EGENERA FOR THE HARMSPECIFIC SERVICE OR PRODUCT FROM WHICH SUCH CLAIM ARISES. EXCEPT FOR CLAIMS BASED UPON SECTION 10 CONFIDENTIALITY, DAMAGESNEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, INJURY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY INDIRECT DAMAGES (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMINCLUDING, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONBUT NOT LIMITED TO, LOSS OF PROFITS, PERSONAL INJURY REVENUES, DATA AND/OR DEATHUSE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. The foregoing limitation shall not limit Egenera's obligation to pay, under Section 6, damages awarded against Customer (regardless of whether such damages are denominated as direct, indirect, consequential, or other); however, apart from such obligation to fully indemnify. Egenera shall have no obligation to pay special, consequential, exemplary, incidental, or indirect damages (including, but not limited to, loss of profit, revenues, data and/or use), even if advised of the possibility thereof, that Customer incurred directly related to the claim of infringement. The foregoing limitation shall not limit either party's remedies in the event of a violation of such party's intellectual property rights. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION UNDER OR RELATING TO THIS GPA, INCLUDING ANY CLAIM BY OR AGAINST ANY SUBSIDIARY, STOCKHOLDER, OR AFFILIATE, OR OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THEM.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDIN NO EVENT SHALL TFS, ITS AFFILIATES AND EACH ANY FINANCIAL INSTITUTION, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, REPECTIVE EMPLOYEES, AGENTSMANAGERS, REPRESENTATIVESMEMBERS, ASSIGNS AND SUCCESSORS-IN-INTEREST OR OFFICERS (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID SERVICE PARTIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EMPLOYER TFS ACCOUNT, THIS AGREEMENT, OR THE SERVICES PROVIDED BY TFS HERUENDER (HOWEVER ARISING, INCLUDING NEGLIGENCE) INCLUDING, WITHOUT LIMITATION, THE LOSS OF PROFIT, USE, SAVINGS, OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU EMPLOYER. THE ENTIRE AND AGGREGATE LIABILITY OF THE SERVICE PARTIES, AND EMPLOYER’S EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM CONCERNING OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, IN ANY AND ALL CIRCUMSTANCES, SHALL BE THE RECOVERY BY EMPLOYER OF EMPLOYER’S PROVEN, ACTUALLY INCURRED, DIRECT DAMAGES; PROVIDED, HOWEVER, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE SERVICE PARTIES FOR ALL HARMDAMAGES FOR ALL CLAIMS WHETHER IN CONTRACT, DAMAGESTORT OR OTHERWISE HOWSOEVER CAUSED OR ARISING, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU EMPLOYER TO AVID TFS IN THE TWELVE MONTH PERIOD MONTHS PRECEDING THE INITIAL NOTICE OF ANY EVENT GIVING RISE TO SUCH CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF AVID, ITS AFFILIATES AND EACH DEBTBOOK ARISING OUT OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED RELATED TO THE LESSER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (a) INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID DEBTBOOK UNDER THE AGREEMENT IN THE TWELVE 12-MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY EVENT GIVING RISE TO THE CLAIM, . THE EXCLUSIONS AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY LIMITATIONS IN THIS SECTION SHALL DO NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) CLAIMS PURSUANT TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSECTION 8.

Limitations of Liability. YOU AGREE THAT IN NO EVENT WILL SYSDIG (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYSDIG HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF AVIDSYSDIG, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHETHER BASED IN CONTRACT, DIRECTORSTORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), SHAREHOLDERSOR OTHERWISE, EMPLOYEESWILL NOT EXCEED, AGENTSIN THE AGGREGATE, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID ONE THOUSAND DOLLARS, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) THE FEES PAID TO ALL HARM, DAMAGES, INJURY SYSDIG HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF PROFITS, PERSONAL INJURY OR DEATHESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT NEITHER PARTY SHALL IN ANY EVENT HAVE OBLIGATIONS OR LIABILITIES TO THE OTHER PARTY OR ANY OTHER PERSON WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY FOR LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL LOSS OR DAMAGE, HOWSOEVER ARISING. THIS SHALL INCLUDE WITHOUT LIMITATION, LOSS OF AVIDPROFITS, ITS AFFILIATES AND EACH LOSS OF THEIR RESPECTIVE OFFICERSUSE, DIRECTORSLOSS OF DATA, SHAREHOLDERSLOSS OF OPPORTUNITY, EMPLOYEESOR INCIDENTAL, AGENTSINDIRECT, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, OR SPECIAL DAMAGES, INJURY EVEN IF A PARTY KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS EXCLUSION OF LIABILITY SHALL APPLY TO ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY OBLIGATION HEREUNDER, OR THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE SOFTWARE PRODUCTS OR ANY FAILURE OR DELAY IN CONNECTION WITH ANY OF THE FOREGOING. LICENSOR’S LIABILITY WITH RESPECT TO SOFTWARE PRODUCTS, SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED TO IN NO EVENT EXCEED THE LESSER OF (a) FEES FOR THE TOTAL AMOUNT OF TRANSACTION FEES PAID SOFTWARE PRODUCTS LICENSED HEREUNDER RECEIVED BY YOU TO AVID LICENSOR IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS . IN NO EVENT SHALL LICENSOR BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR LOSSSERVICES. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY NOTHING IN THIS SECTION AGREEMENT SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID LIMIT LICENSOR’S LIABILITY FOR DEATH OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.RESULTING FROM LICENSOR’S NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, WASABI AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) LICENSORS WILL NOT BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, PERSONAL REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE). FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE WASABI SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE WASABI SERVICE, (II) OUR DISCONTINUATION OF ANY OR ALL OF WASABI SERVICE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE WASABI SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE WASABI SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE WASABI SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. WASABI AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT YOU ACTUALLY PAY WASABI UNDER THIS AGREEMENT FOR THE WASABI SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. IF WASABI SERVICE (OR ANY OTHER WASABI PRODUCT) IS PROVIDED TO YOU WITHOUT CHARGE, THEN WASABI WILL HAVE NO LIABILITY TO YOU WHATSOEVER. IN NO EVENT WILL WASABI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES, YOUR CONTENT (WHETHER LOST OR DAMAGED) OR THE COST OF RETRIEVING ANY OF YOUR LOST CONTENT. UNDER NO CIRCUMSTANCES WILL WASABI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR DEATHOTHER UNAUTHORIZED ACCESS OR USE OF THE WASABI SERVICE, YOUR CUSTOMER ACCOUNT OR YOUR CONTENT. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT AND AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF WASABI SERVICE. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE STATE LAW, IN NO EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:(A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). TO THE MAXIMUM EXTENT ALLOWED BY TENNESSEE STATE LAW, EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS‟ CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM, INJURY OR LOSS SHALL BE LIMITED TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION TWO (2) TIMES THE CURRENT ANNUAL FEES PAID BY YOU TO AVID IN CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWELVE MONTH (12)-MONTH PERIOD PRECEDING IMMEDIATELY PRIOR TO THE INITIAL NOTICE OF ANY CLAIMEVENT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHHAVE PROVEN INEFFECTIVE.

Limitations of Liability. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, DIGICERT SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNITY OR WARRANTY), IN TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE FOR ANY LOSS OR DAMAGES INCURRED BY YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF CONTRACT OR OPPORTUNITY OR LOSS OF GOODWILL, WHETHER THAT LOSS OR DAMAGE IS DIRECT, INDIRECT OR CONSEQUENTIAL. YOU AGREE THAT OUR ENTIRE MAXIMUM LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY DIGICERT SERVICE(S) AND/OR THIS AGREEMENT AND/OR YOUR RELIANCE ON ANY CERTIFICATE OR SITE SEAL IS SOLELY LIMITED TO ANY PAYMENT, IF ANY, MADE TO YOU UNDER THE LIABILITY OF AVIDDIGICERT IDENTITY WARRANTY ASSOCIATED WITH THE CERTIFICATE OR SITE SEAL UPON WHICH YOU HAVE RELIED IN ACCORDANCE WITH THIS AGREEMENT. IN NO EVENT SHALL DIGICERT, ITS AFFILIATES LICENSORS AND EACH CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF DIGICERT HAS BEEN ADVISED OF THEIR RESPECTIVE OFFICERSTHE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, DIGICERT'S LIABILITY IS LIMITED TO THE “AVID PARTIES”) FULL EXTENT PERMITTED BY LAW IN SUCH STATE. DIGICERT SHALL NOT BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY OR ANY LOSS SHALL BE LIMITED SUFFERED BY YOU DUE TO THE LESSER SUBSCRIBER’S BREACH OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSSUBSCRIBER AGREEMENT. YOU FURTHER AGREE THAT ARE HEREBY NOTIFIED OF THE LIMITATION POSSIBILITY OF LIABILITY THEFT OR OTHER FORM OF COMPROMISE OF A PRIVATE KEY CORRESPONDING TO A PUBLIC KEY CONTAINED IN THIS SECTION A CERTIFICATE, WHICH MAY OR MAY NOT BE DETECTED. DIGICERT SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMNOT BE LIABLE TO YOU FOR ANY LOSS INCLUDING ANY INDIRECT, DAMAGESINCIDENTAL, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES SUFFERED BY ANY PARTY DUE TO BUSINESS INTERRUPTIONTHE LOSS, THEFT, UNAUTHORIZED DISCLOSURE, UNAUTHORIZED MANIPULATION, ALTERATION, LOSS OF PROFITSUSE, PERSONAL INJURY OR DEATHANY OTHER COMPROMISE OF ANY PRIVATE KEY USED BY THE SUBSCRIBER.

Limitations of Liability. YOU AGREE THAT THE LIABILITY NEITHER WE NOR ANY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OUR AFFILIATED COMPANIES OR LICENSORS SHALL BE LIABLE TO YOU FOR ALL HARMANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INJURY INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR LOSS OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES ACTUALLY PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE US HEREUNDER FOR THE HARM, DAMAGES, INJURY SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OR EXCLUSION OF LIABILITY IN THIS SECTION SHALL FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHYOU MAY HAVE ADDITIONAL RIGHTS.

Limitations of Liability. YOU AGREE THAT ▇▇.▇. ▇▇ THE LIABILITY OF AVIDWIDEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ▇▇▇▇▇▇▇▇.▇▇▇, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVESAND ALL THIRD PARTY SERVICE PROVIDERS BE LIABLE TO THE USERS OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, ASSIGNS INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES WHATSOEVER, CAUSED BY ANY OF THE FOLLOWING, INCLUDING BUT NOT LIMITED TO (I) ANY ERRORS, MISTAKES OR OMISSIONS BY THE USERS WHEN USING THE PLATFORM OR THE SERVICES WHICH CAUSE OR RESULT IN THE LOSS OF ANY AND SUCCESSORSALL OF THEIR VIRTUAL ASSETS, (II) ACCURACY, COMPLETENESS OR CONTENT OF AND ON THE PLATFORM, (III) ACCURACY, COMPLETENESS OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO OUR PLATFORM, (IV) THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (V) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (VI) THIRD-IN-INTEREST PARTY CONDUCT OF ANY NATURE WHATSOEVER, (INDIVIDUALLYVII) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, AN “AVID PARTY” PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND COLLECTIVELYDATA STORED THEREIN, (VIII) ANY INTERRUPTION OR CESSATION OF THE SERVICES, THE “AVID PARTIES”PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (IX) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (X) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE AND/OR (XI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF A USER’S USE OF THE PLATFORM OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT ▇▇▇▇▇▇▇▇.▇▇▇ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU FOR ALL HARMSPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, DAMAGES, INJURY OR LOSS OTHERWISE SUCH CAUSE OF ACTION SHALL BE LIMITED TO PERMANENTLY BARRED. IN ADDITION, THE LESSER OF (a) USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL ▇▇▇▇▇▇▇▇.▇▇▇’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE USER FOR THE HARM, DAMAGES, INJURY OR LOSSPARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. YOU FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR AN AVID PARTY CAUSED EXPIRATION OF THIS AGREEMENT OR THE HARMUSER'S USE OF THE SITE, DAMAGES, INJURY THE PLATFORM OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTHE SERVICES.

Limitations of Liability. YOU AND WE ARE EACH WAIVING IMPORTANT RIGHTS. UNLESS FORBIDDEN BY LAW IN A PARTICULAR INSTANCE, WE EACH AGREE AS FOLLOWS: A. IN NO EVENT WILL SIRIUS XM OR NISSAN OR THE UNDERLYING WIRELESS SERVICE CARRIER - AT&T, BE LIABLE, WHETHER OR NOT DUE TO ANY NEGLIGENCE BY SIRIUS XM, NISSAN OR THE UNDERLYING WIRELESS CARRIER, FOR ANY: (A) ACT OR OMISSION OF A THIRD PARTY INCLUDING, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; (B) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, FAILURES TO TRANSMIT, DELAYS, OR DEFECTS IN THE SERVICE PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER; (C) DAMAGE OR INJURY CAUSED BY SUSPENSION OR TERMINATION OF THE SERVICES BY THE UNDERLYING WIRELESS SERVICE CARRIER; (D) DAMAGE OR INJURY CAUSED BY A FAILURE OR DELAY IN CONNECTING A CALL TO ANY ENTITY, INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE; (E) DAMAGE OR INJURY CAUSED BY USE OF THE DEVICE OR SERVICES, INCLUDING USE IN A VEHICLE; (F) CLAIMS AGAINST YOU BY A THIRD PARTY; OR (F) DAMAGE OR INJURY YOU OR ANY THIRD PARTY MAY SUFFER BY USE OF, OR INABILITY TO USE THE DEVICE OR SERVICES PROVIDED BY OR THROUGH THE UNDERLYING WIRELESS SERVICE CARRIER. B. NEITHER SIRIUS XM NOR NISSAN WILL BE LIABLE TO YOU FOR ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SYSTEM OR THE SERVICES, OR ARISING OUT OF OR RELATING TO THE INSTALLATION, REPAIR, OR MAINTENANCE OF THE SYSTEM. C. THE MAXIMUM AGGREGATE LIABILITY OF SIRIUS XM, THE WIRELESS CARRIER, NISSAN, AND ANY OTHER SERVICE PROVIDER TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, FRAUD, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, PERSONAL INJURY, OR PRODUCTS LIABILITY) FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OR DISRUPTION OF SERVICES PROVIDED HEREUNDER IS LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR INFINITI CONNECTED VEHICLE SERVICES DURING THE TWO MONTHS PRECEDING THE DATE YOUR CLAIM AROSE. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF SIRIUS XM, NISSAN, THE WIRELESS CARRIER, THE SERVICE PROVIDERS, AND ANY OTHER THIRD PARTY BENEFICIARIES, TO YOU AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. YOU UNDERSTAND AND AGREE THAT NONE OF SIRIUS XM, NISSAN, THE WIRELESS CARRIER, ANY SERVICE PROVIDER, NOR ANY OTHER THIRD PARTY BENEFICIARY WOULD HAVE AGREED TO PROVIDE THE SERVICES TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION. D. UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, YOUR MAXIMUM LIABILITY TO US UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO ANY CHARGES DUE AND OWING BY YOU TO US. E. NEITHER YOU NOR WE CAN RECOVER (1) PUNITIVE DAMAGES, (2) TREBLE, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, OR (3) ATTORNEY'S FEES. YOU CANNOT RECOVER THESE TYPES OF DAMAGES OR FEES FROM ANY THIRD PARTY BENEFICIARY, EITHER. YOU AND WE AGREE NOT TO MAKE, AND TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT. F. WE HAVE NO LIABILITY FOR SERVICE INTERRUPTIONS OF 30 DAYS OR LESS. TO RECEIVE SERVICE CREDIT FOR LONGER INTERRUPTIONS, YOU MUST NOTIFY US WITHIN 60 DAYS AFTER THE TIME WHEN THAT SERVICE INTERRUPTION STARTED. Except for any credits provided voluntarily by us for a dropped call, or credits for interrupted service as described above, NO ONE IS LIABLE TO YOU FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, WEATHER, OR ANY OTHER THINGS WE OR OUR SERVICE PROVIDERS DON'T CONTROL. G. YOU UNDERSTAND AND AGREE THAT THE SERVICES UTILIZE A CELLULAR PHONE NETWORK TO PROVIDE SERVICE, AS DESCRIBED IN SECTIONS 7 and 9 ABOVE. NEITHER WE NOR THE WIRELESS CARRIER CAN GUARANTY THE PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. NEITHER WE NOR THE WIRELESS CARRIER WILL BE LIABLE FOR ANY LACK OF SECURITY RELATING THE USE OF THE DEVICE OR THE SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THE LACK OF PRIVACY OR SECURITY OF WIRELESS TRANSMISSIONS. IN ADDITION TO ANYTHING ELSE IN THIS AGREEMENT, YOU AGREE TO EXCUSE ANY NON- PERFORMANCE BY US OR ANY SERVICE PROVIDER CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF A THIRD PARTY, OR BY ANY EQUIPMENT FAILURE, ACT OF GOD, NATURAL DISASTER, STRIKE, EQUIPMENT OR FACILITY SHORTAGE, OR OTHER CAUSES BEYOND THE CONTROL OF US OR OUR SERVICE PROVIDERS. H. If another wireless Service Provider is involved in any problem (for example, because of roaming), you also agree to any limitations of liability that it imposes on its customers. I. YOU AGREE THAT NONE OF US, NISSAN OR ANY SERVICE PROVIDER WHO SENDS YOU DATA OR INFORMATION THROUGH THE LIABILITY OF AVIDSERVICES, ITS AFFILIATES IS LIABLE FOR ANY ERRORS, DEFECTS, PROBLEMS, OR MISTAKES IN THAT DATA OR INFORMATION. J. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY AND EACH OF HOLD HARMLESS SIRIUS XM, NISSAN, AND THE UNDERLYING WIRELESS SERVICE CARRIER, AND OUR AND THEIR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSAND AGENTS AGAINST ANY AND ALL COSTS, REPRESENTATIVESEXPENSES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYACTS, AN “AVID PARTY” AND COLLECTIVELYACTIONS OR CLAIMS, THE “AVID PARTIES”) TO YOU INCLUDING WITHOUT LIMITATION CLAIMS FOR ALL HARMLIBEL, DAMAGESSLANDER, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITSDAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THIS AGREEMENT, THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, OR THE USE, FAILURE TO USE, OR INABILITY TO USE THE SYSTEM OR THE SERVICES, EXCEPT WHERE THE CLAIMS RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. K. You agree that the limitations of liability and indemnities in this Agreement will survive even after the Agreement has ended. These limitations of liability apply not only to you, but to anyone using or occupying your Vehicle, to anyone making a claim on your behalf, and to any claims made by your family, employees, customers, or others arising out of or relating to the Services or the System.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDSTAND AND ITS SUBSIDIARIES AND AFFILIATES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSLICENSORS, DIRECTORS, SHAREHOLDERSSERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVESOFFICERS, ASSIGNS AND SUCCESSORS-IN-INTEREST DIRECTORS (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIESRELEASEES”) ), SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO YOU THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SITE OR ANY SITE CONTENT, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF CONTRACT, OR OTHERWISE (AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE). RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ALL HARMANY ACTS, DAMAGESOMISSIONS OR CONDUCT OF ANY SITE USER OR OTHER THIRD PARTY. TO THE FULLEST EXTENT PROVIDED BY LAW, INJURY IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE RELEASEES EXCEED ONE HUNDRED DOLLARS ($100.00 USD), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR LOSS SHALL OTHERWISE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATION OF LIABILITY, THE STAND’S LIABILITY WILL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID MAXIMUM EXTENT PERMITTED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLAW.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY AUTHORIZED RESELLER TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO AUTHORIZED RESELLER. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i5,000) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE TRUSTMARK, IF YOU AGREE THAT THE TO CERTAIN LIMITATIONS OF OUR LIABILITY OF AVIDTO YOU AND TO THIRD PARTIES. IN NO EVENT WILL COMPANY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE PARENT, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERSAGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EMPLOYEESINCIDENTAL, AGENTSSPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, REPRESENTATIVESINCLUDING, ASSIGNS LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYINTANGIBLE LOSSES, AN “AVID PARTY” ARISING IN CONNECTION WITH THE TRUSTMARK, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND COLLECTIVELYCLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY TRUSTMARK OR LOSS SHALL BE LIMITED TO CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE NATURE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00)WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS WHETHER OR NOT COMPANY IS ADVISED OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT THE LIABILITY UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OUR OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEES, EMPLOYEESCONTRACTORS, AGENTS, REPRESENTATIVESAFFILIATES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR SUBSIDIARIES BE LIABLE TO YOU FOR ALL HARMANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF OUR Services , NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR LOSS SHALL BE LIMITED TO OTHER UNAUTHORIZED ACCESS OR USE OF OUR Services OR THE LESSER INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF (a) THE TOTAL AMOUNT OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSOUR SERVICES. YOU FURTHER AGREE THAT SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID FOR PERSONAL INJURY, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE SO THIS LIMITATION MAY NOT APPLY TO BUSINESS INTERRUPTION, LOSS YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE $1,000 USD OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF PROFITS, PERSONAL INJURY OR DEATHTHE APPLICABLE JURISDICTION. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Limitations of Liability. YOU AGREE THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT BETTER ME BAJA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF BETTER ME BAJA HAS BEEN ADVISED OF THE LIABILITY POSSIBILITY OF AVIDSUCH DAMAGES) (COLLECTIVELY, ITS AFFILIATES AND EACH “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SERVICE PROVIDER CONTENT; (D) SERVICE PROVIDER CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY BETTER ME BAJA OR THE FAILURE OF BETTER ME BAJA TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS ). THESE LIMITATIONS SHALL BE LIMITED APPLY TO THE LESSER FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT BETTER ME BAJA IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMSERVICES, AND (b) TEN BETTER ME BAJA’S LIABILITY FOR DAMAGES WILL NOT EXCEED TWO THOUSAND DOLLARS PESOS ($10,000.002,000.00 MX), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR CLAIMS OF WILLFUL MISCONDUCT OR FRAUD OR DAMAGES RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT (FOR EXAMPLE, LOST PROFITS OR LOST REVENUE), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF AVIDCONTRACT, ITS AFFILIATES TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF A PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EACH EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED ESSENTIAL PURPOSE. TO THE LESSER MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR CLAIMS OF (a) WILLFUL MISCONDUCT OR FRAUD OR WITH RESPECT TO GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU OR TO AVID BE PAID UNDER THIS AGREEMENT TO PROVIDER IN THE TWELVE MONTH PERIOD (12) MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED EVENT WHICH GAVE RISE TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR SUCH DAMAGES. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION LIMITATIONS OF LIABILITY IN THIS SECTION SHALL ALSO WILL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMTO ANY LIABILITY OF DIRECTORS, DAMAGESOFFICERS, INJURY OR LOSS TO YOUEMPLOYEES, AGENTS AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHVENDORS.

Limitations of Liability. YOU AGREE THAT (a) THE LIABILITY OF AVIDTHE PROVIDER AND ITS GROUP MEMBERS IN CONNECTION WITH THE PERFORMANCE, ITS AFFILIATES AND EACH DELIVERY OR PROVISION OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY ANY SERVICE OR LOSS OTHERWISE UNDER THIS AGREEMENT SHALL BE LIMITED TO A SUM EQUAL TO THE LESSER OF (a) AGGREGATE PRICE FOR SERVICES PAID HEREUNDER TO THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, PROVIDER AND ITS GROUP MEMBERS. (b) TEN THOUSAND DOLLARS NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY ($10,000.00BUT SUBJECT TO SECTION 6.4(a)), AND THIS IN NO EVENT SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID EITHER PARTY OR ANY AVID PARTY WAS OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE HARMEXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, DAMAGESINCIDENTAL, INJURY INDIRECT, COLLATERAL, CONSEQUENTIAL OR LOSS. YOU FURTHER AGREE THAT PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY 6.4(b). (c) THE SERVICES ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT OF THE LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY THE PROVIDER, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. (d) Nothing contained in this Agreement shall limit or alter (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND the obligation of either Party to indemnify the other Party pursuant to the Separation Agreement or any other Ancillary Document or (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHthe right of either Party to make a claim pursuant to the Separation Agreement or any other Ancillary Document; provided that no Party shall obtain duplicative recoveries.