Common use of Warranties and Limitations of Liability Clause in Contracts

Warranties and Limitations of Liability. (a) CHOICE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. Choice will use reasonable efforts to perform the Services provided hereunder in a professional and workmanlike manner but the results of the Services are furnished "as is." (b) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst promptly advises Choice thereof. (c) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice will maintain the same back-up procedures for Sunburst's information that Choice has for its own information. (d) CHOICE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURST'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of Choice's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. 16.1 The Seller represents and warrants (agarandeert) CHOICE DISCLAIMS ALL WARRANTIESto the Purchaser at the Signing Protocol Date that the statements set out in Schedule 5 (Seller Warranties) are true and accurate. 16.2 In addition, EXPRESS OR IMPLIEDthe Seller represents and warrants (garandeert) to the Purchaser that at Completion the statements set out in Schedule 5 (Seller Warranties) are true and accurate, INCLUDINGprovided that, BUT NOT LIMITED TOin relation to the Business Warranties repeated at Completion, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEsuch representations and warranties shall be subject to the matters that have occurred between the Signing Protocol Date and the Completion Date and that are Fairly Disclosed by the Seller to the Purchaser by way of a disclosure letter (the "Completion Disclosure Letter"), WITH RESPECT TO THE SERVICES PROVIDED HEREUNDERwhich shall be provided (in draft) by the Seller to the Purchaser ultimately five (5) Business Days prior to Completion and (in final form) on Completion. Choice will use reasonable efforts to perform For purposes of this Agreement, the Services provided hereunder in a professional and workmanlike manner but the results Completion Disclosure Letter shall be deemed part of the Services are furnished "as is." (b) Choice's sole liability to Sunburst Disclosed Information in respect of such Business Warranties given at Completion. The Purchaser acknowledges and agrees that any additional disclosures made by way of the Completion Disclosure Letter will not affect the Purchase Price or any third party other terms of this Agreement, nor, for claimsthe avoidance of doubt, notwithstanding will it give the form Purchaser a right to entirely or partially (request to) terminate, annul or rescind this Agreement, as such right is irrevocably and unconditionally waived pursuant to Clause 28.6 (Remedies) of such claims this Agreement. 16.3 If and to the extent any of the Seller Warranties are found not to be true and accurate at the Signing Protocol Date and/or the Completion Date (e.g. contractas applicable) (a "Breach") then, negligence subject to the matters Fairly Disclosed in the Disclosed Information (other than with respect to Fundamental Warranties) and/or the Completion Disclosure Letter and subject to Completion having occurred, the Seller shall be liable for and shall pay to the Purchaser an amount equal to the damages suffered by the Purchaser, or otherwiseat the direction of the Purchaser pay to the Target Group Company concerned, all damages suffered by the relevant Target Group Company, which would not have existed or arisen if the relevant Seller Warranty had been true and accurate. The liability of the Seller in respect of any claim in relation to this Agreement or any other Transaction Document shall be subject to Clause 15 (Due Diligence Investigation), arising this Clause 16, Clause 17 (W&I Insurance) and the limitations set out in Schedule 10 (Limitations of errors or omissions in the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst promptly advises Choice thereof. (c) ChoiceSeller's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice will maintain the same back-up procedures for Sunburst's information that Choice has for its own information. (d) CHOICE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURST'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of Choice's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice (e.g. contract, negligence or otherwiseLiability).

Warranties and Limitations of Liability. (a) CHOICE a. GAMING CO. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE SERVICES PROVIDED HEREUNDER. Choice Gaming Co. will use reasonable efforts to perform the Corporate Services provided hereunder in a professional and workmanlike manner manner, but the results of the Corporate Services are furnished "as is." b. Gaming Co. shall have no liability to any third party in connection with the provision of the Corporate Services in any event, and no liability to Hilton except to the extent (bi) Choicethe performance of such Corporate Services is in material breach of the standard of care specified in this Agreement or (ii) the performance of such Corporate Services is interrupted, delayed or otherwise not available, PROVIDED, HOWEVER, that in each case such liability shall be subject to Sections 9.e. and 13 hereof. c. Gaming Co.'s sole liability to Sunburst or any third party Hilton for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors Section 9.b(i). above, shall be, at Hilton's discretion, to (i) promptly perform again the particular Corporate Service that was previously performed in breach of the standard of care specified in this Agreement, at no additional cost to Hilton or omissions (ii) refund the portion of the fees attributable to the performance of the Corporate Service that was previously performed in breach of the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment standard of care specified in the Services provided hereunder provided that Sunburst promptly advises Choice thereofthis Agreement. (c) Choiced. Gaming Co.'s sole liability to Sunburst or any third party Hilton for claims, notwithstanding the form of such claims (e. g. e.g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control Section 9.b(ii). above, shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, Corporate Services available as promptly as reasonably practicable. Choice Gaming Co. will maintain the same back-up procedures for SunburstHilton's information that Choice Gaming Co. has for its own similar information. e. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (di) CHOICE GAMING CO. SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCENEGLIGENCE AND (ii) GAMING CO. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC DAMAGES. SUNBURST FURTHER HILTON AGREES THAT IN NO EVENT WILL SHALL THE TOTAL AGGREGATE LIABILITY OF CHOICE GAMING CO. FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURSTHILTON'S PAYMENT FOR SAID SPECIFIC CORPORATE SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) f. The forgoing foregoing provisions of this Section 5 9 set forth the full extent of ChoiceGaming Co.'s liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice Gaming Co. (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. (a) CHOICE MANOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. Choice Manor will use reasonable efforts to perform the Services provided hereunder in a professional and workmanlike manner but the results of the Services are furnished "as is." (b) ChoiceManor's sole liability to Sunburst Choice or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services provided or to be provided by Choice Manor hereunder which are caused solely by Choice Manor shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst Choice promptly advises Choice Manor thereof. (c) ChoiceManor's sole liability to Sunburst Choice or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond ChoiceManor's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice Manor will maintain the same back-up procedures for SunburstChoice's information that Choice Manor has for its own information. (d) CHOICE MANOR SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST CHOICE AGREES THAT IN NO EVENT WILL CHOICE MANOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST CHOICE FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE MANOR FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURSTCHOICE'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of ChoiceManor's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice Manor (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. (a) CHOICE DISCLAIMS Specific Disclaimers. Nothing in this Agreement is or shall be construed as: A warranty or representation by either party as to the validity or scope of any patent or patent application; or A warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted, technology transferred, or know-how provided in this Agreement is or will be free from infringement of patents, copyrights, and other rights of third parties; or A requirement that either party file any patent application, secure any patent, continue prosecution of any patent or maintain any patent in force; including any patent and/or patent applications that may be licensed in this Agreement; or An obligation by LICENSOR to bring or prosecute actions or suits against third parties for infringement of any patents; or, An obligation to furnish any technical assistance or information or any information concerning pending patent applications; or, Conferring any right to use in advertising, publicity, or otherwise any trademark or trade name of any entity; or Any warranty or representation that the experimental services provided is free of inaccuracies or omissions. General Disclaimer. ALL WARRANTIESDELIVERABLES, MATERIALS, SERVICES, TANGIBLE AND INTANGIBLE INFORMATION SUPPLIED BY LICENSOR TO LICENSEE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDINGNOR ASSUMES ANY REPOSNIBILITIES WHATEVER WITH RESPECT TO THE COMMERCIAL SUCCESS, BUT NOT LIMITED TOUSE, SALE LEASE, OR OTHER DISPOSITION BY OR FOR LICENSEE OR ITS VENDORS OR TRANSFEREES OF LICENSED TECHNOLOGY, PATENTS, KNOWHOW OR PRODUCTS. LICENSEE ACKNOWLEDGES THAT THE DELIVERABLES, SERVICES, INFORMATION AND MATERIALS PROVIDED IN THE SERVICE PROVIDED ARE EXPERIMENTAL IN NATURE, AND THAT THE RESULTS CANNOT BE PREDICTED WITH ANY DEGREE OF CERTAINTY. THUS LICENSOR ALSO MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, NOR ASSUMES ANY RESPONSIBILITIES WHATEVER WITH RESPECT TO THE RESULTS AND DELIVERABLES. LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR ANY PARITUCLAR PURPOSE, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. Choice will use reasonable efforts to perform the Services provided hereunder in a professional and workmanlike manner but the results of the Services are furnished "as is." (b) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst promptly advises Choice thereof. (c) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice will maintain the same back-up procedures for Sunburst's information that Choice has for its own information. (d) CHOICE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURST'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of Choice's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. (a) CHOICE MANOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE SERVICES PROVIDED HEREUNDER. Choice Manor will use reasonable efforts to perform the Corporate Services provided hereunder in a professional and workmanlike manner but the results of the Corporate Services are furnished "as is." (b) ChoiceManor's sole liability to Sunburst Choice or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Corporate Services provided or to be provided by Choice Manor hereunder which are caused solely by Choice Manor shall be to furnish correct information, payment, and/or adjustment in the Corporate Services provided hereunder provided that Sunburst Choice promptly advises Choice Manor thereof. (c) ChoiceManor's sole liability to Sunburst Choice or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Corporate Services provided hereunder or the interruption in or delay in performing the Corporate Services provided hereunder for any reason beyond ChoiceManor's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Corporate Services, as promptly as reasonably practicable. Choice Manor will maintain the same back-up procedures for SunburstChoice's information that Choice Manor has for its own information. (d) CHOICE MANOR SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST CHOICE AGREES THAT IN NO EVENT WILL CHOICE MANOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST CHOICE FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE MANOR FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURSTCHOICE'S PAYMENT FOR SAID SPECIFIC CORPORATE SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 9 set forth the full extent of ChoiceManor's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice Manor (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. 5.1 SCEA warrants to Company that the Hardware Tools shall be free from material defects for a period of 180 days from the date of receipt by Company (athe "Warranty Period"). In the event of such a defect within the Warranty Period, SCEA shall - at its option - repair or replace the applicable Hardware Tool at no charge to Company provided that (i) CHOICE DISCLAIMS ALL the request is made in writing during the Warranty Period, (ii) Company has properly installed and used the Hardware Tool, and (iii) Company has not modified the Hardware Tool. This warranty shall be personal to Company only and shall be nontransferable. 5.2 SCEA warrants to Company that the Software Tools and media shall be free from material defects for the Warranty Period. In the event of a media defect within the Warranty Period, SCEA shall replace the applicable Software Tool at no charge to Company. In the event of a material defect within the Software Tools themselves, SCEA will make reasonable efforts to remedy the defect and provide Company with an updated version of the applicable Software Tool. Following the Warranty Period, SCEA may (but shall not be obligated to) provide extended warranty service for an additional fee. 5.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE, NEITHER SCEA NOR ITS AFFILIATES AND SUPPLIERS MAKE, NOR DOES COMPANY RECEIVE, ANY WARRANTIES, EXPRESS EXPRESS, IMPLIED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, STATUTORY REGARDING THE GOODS OR MATERIALS REFERENCED HEREIN. SCEA AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, REGARDING THE HARDWARE TOOLS, SOFTWARE TOOLS, DOCUMENTATION AND/OR FIRMWARE. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED. 5.4 IN NO EVENT SHALL SCEA OR ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PROSPECTIVE PROFITS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEA, THE USE OF THE HARDWARE TOOLS, SOFTWARE TOOLS, DOCUMENTATION AND/OR FIRMWARE, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SCEA'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER ANY LIMITED WARRANTY PROVISION ABOVE, EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO SCEA UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SCEA, NOR ANY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO COMPANY OR TO ANY THIRD PARTIES WITH RESPECT TO THE SERVICES QUALITY AND/OR PERFORMANCE OF ANY PORTION OF THE MATERIALS PROVIDED HEREUNDER. Choice will use reasonable efforts to perform the Services provided hereunder in a professional and workmanlike manner but the results of the Services are furnished "as isHEREUNDER OR THE CONTENT CREATED THROUGH THE USE THEREOF." (b) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst promptly advises Choice thereof. (c) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice will maintain the same back-up procedures for Sunburst's information that Choice has for its own information. (d) CHOICE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURST'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of Choice's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. 5.1 SCEA warrants to Company that the Hardware Tools shall be free from material defects for a period of 180 days from the date of receipt by Company (athe "Warranty Period"). In the event of such a defect within the Warranty Period, SCEA shall -- at its option -- repair or replace the applicable Hardware Tool at no charge to Company provided that (i) CHOICE DISCLAIMS ALL the request is made in writing during the Warranty Period, (ii) Company has properly installed and used the Hardware Tool, and (iii) Company has not modified the Hardware Tool. This warranty shall be personal to Company only and shall be nontransferable. 5.2 SCEA warrants to Company that the Software Tools and media shall be free from material defects for the Warranty Period. In the event of a media defect within the Warranty Period, SCEA shall replace the applicable Software Tool at no charge to Company. In the event of a material defect within the Software Tools themselves, SCEA will make reasonable efforts to remedy the defect and provide Company with an updated version of the applicable Software Tool. Following the Warranty Period, SCEA may (but shall not be obligated to) provide extended warranty service for an additional fee. 5.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE, NEITHER SCEA NOR ITS AFFILIATES AND SUPPLIERS MAKE, NOR DOES COMPANY RECEIVE, ANY WARRANTIES, EXPRESS EXPRESS, IMPLIED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, STATUTORY REGARDING THE GOODS OR MATERIALS REFERENCED HEREIN. SCEA AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, REGARDING THE HARDWARE TOOLS, SOFTWARE TOOLS, DOCUMENTATION AND/OR FIRMWARE. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED. 5.4 IN NO EVENT SHALL SCEA OR ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PROSPECTIVE PROFITS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEA, THE USE OF THE HARDWARE TOOLS, SOFTWARE TOOLS, DOCUMENTATION AND/OR FIRMWARE, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SCEA'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER ANY LIMITED WARRANTY PROVISION ABOVE, EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO SCEA UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SCEA, NOR ANY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO COMPANY OR TO ANY THIRD PARTIES WITH RESPECT TO THE SERVICES QUALITY AND/OR PERFORMANCE OF ANY PORTION OF THE MATERIALS PROVIDED HEREUNDER. Choice will use reasonable efforts to perform the Services provided hereunder in a professional and workmanlike manner but the results of the Services are furnished "as isHEREUNDER OR THE CONTENT CREATED THROUGH THE USE THEREOF." (b) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services provided or to be provided by Choice hereunder which are caused solely by Choice shall be to furnish correct information, payment, and/or adjustment in the Services provided hereunder provided that Sunburst promptly advises Choice thereof. (c) Choice's sole liability to Sunburst or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services provided hereunder or the interruption in or delay in performing the Services provided hereunder for any reason beyond Choice's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Services, as promptly as reasonably practicable. Choice will maintain the same back-up procedures for Sunburst's information that Choice has for its own information. (d) CHOICE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE. SUNBURST AGREES THAT IN NO EVENT WILL CHOICE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURST'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 set forth the full extent of Choice's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. (a) CHOICE THE PROVIDER PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CHOICE CORPORATE SERVICES OR THE ACCOUNTS PAYABLE SERVICES, AS THE CASE MAY BE, PROVIDED HEREUNDER. Choice The Provider Party will use reasonable efforts to perform the Services services provided hereunder in a professional and workmanlike manner but the results of the Services such services are furnished "as is." (b) ChoiceThe Provider Party's sole liability to Sunburst the Requesting Party or any third party for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of errors or omissions in the Services services provided or to be provided by Choice the Provider Party hereunder which are caused solely by Choice the Provider Party shall be to furnish correct information, payment, and/or adjustment in the Services services provided hereunder provided that Sunburst the Requesting Party promptly advises Choice the Provider Party thereof. (c) ChoiceThe Provider Party's sole liability to Sunburst the Requesting Party or any third party for claims, notwithstanding the form of such claims (e. g. contract, negligence or otherwise), arising out of the unavailability of the Services services provided hereunder or the interruption in or delay in performing the Services services provided hereunder for any reason beyond Choicethe Provider Party's reasonable control shall be to use all reasonable efforts to make such services available, and/or to resume performing the Servicessuch services, as promptly as reasonably practicable. Choice The Provider Party will maintain the same back-up procedures for Sunburstthe Requesting Party's information that Choice the Provider Party has for its own information. (d) CHOICE THE PROVIDER PARTY SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCENEGLIGENCE (WITH SUCH DUTY OF CARE AS SPECIFIED IN SECTION 7). SUNBURST THE REQUESTING PARTY AGREES THAT IN NO EVENT WILL CHOICE THE PROVIDER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SUNBURST THE REQUESTING PARTY FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHOICE THE PROVIDER PARTY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF SUNBURSTTHE REQUESTING PARTY'S PAYMENT FOR SAID SPECIFIC SERVICE IN DISPUTE OVER ONE FOUR-WEEK ACCOUNTING PERIOD'S TIME. (e) The forgoing provisions of this Section 5 10 set forth the full extent of Choicethe Provider Party's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Choice the Provider Party (e.g. contract, negligence or otherwise).