Safetec Compliance Systems, Inc. 7/21/2016

14. Limitation of Liability. 14.1 IN NO EVENT SHALL SAFETEC BE LIABLE FOR LOSS OF USE OR OF DATA; LOSS OF PROFIT; DOWN TIME; OR INTERRUPTION OF BUSINESS; PROVIDED, HOWEVER, THAT IF ANY DATA PROPERLY PROVIDED BY CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT IS LOST OR NOT AVAILABLE DUE TO THE GROSS NEGLIGENCE OF SAFETEC, SAFETEC SHALL BE LIABLE FOR THE ACTUAL DIRECT DAMAGES RESULTING FROM SUCH DATA LOSS OR UNAVAILABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED,EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SAME,AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SAFETEC IS NOT LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO:(a)THE ACCURACY OR COMPLETENESS OF CUSTOMER INFORMATION; (b)THE ACCURACY OR COMPLETENESS OF THE DELIVERABLES OR INFORMATION DERIVED FROM THE DELIVERABLES, (c)USE OF PRODUCTS OR SERVICES;OR(d)MODIFICATIONS TO PRODUCTS OR SERVICES;WHETHER SUCH DAMAGES ARE SUFFERED BY CUSTOMER OR ANY THIRD PARTY. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IS SET FORTH IN THIS AGREEMENT. 14.2 EXCEPT AS PROVIDED IN SECTION 14.3,EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY APPLICABLE STATEMENT OF WORK WILL NOT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER,FOR THE SERVICE THAT IS THE SUBJECT OF THE ACTION, FOR THE SIX(6)MONTHS IMMEDIATELY PRECEDING THE BREACH FOR WHICH THE DAMAGES ARE CLAIMED. CUSTOMER ACKNOWLEDGES THAT SAFETEC PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS SECTION 14.2 WILL APPLY REGARDLESS OF WHETHER ANY LIMITED OR EXCLUSIVE REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 14.3 The exclusions and limitations in Sections 14.1 and 14.2 shall not apply to; (a)damages or other liabilities arising out of or relating to a party's failure to comply with its obli:r.tions under Section 10(Intellectual Property Rights; Ownership); (b)damages or other liabilities arising out of or relating to a party's failure to comply with its obligations under Section 11 (Confidential Information); (c)a party's indemnification obligations under Section 13 (Indemnification); (d)damages or other liabilities arising out of or relating to a party's gross negligence, willful misconduct or intentional acts; (e)death or bodily injury or damage to real or tangible personal property resulting from a party's negligent acts or omissions; and (f)a party's obligation to pay attorneys' fees and court costs in accordance with Section 18.12. 15. Insurance. 15.1 Types of Insurance. SafeTec agrees to maintain Errors and Omission Liability Insurance in a minimum amount of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate to cover the acts and omissions of its employees and agents for Services rendered pursuant to this Agreement. SafeTec will maintain Commercial General Liability Insurance with limits no less than Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate. SafeTec shall also maintain Automotive Liability Insurance with not less than One Million Dollars ($1,000,000) per occurrence, and will maintain Workmen's Compensation Insurance for all SafeTec employees that complies with the applicable laws wherever the Services are performed and wherever SafeTec's contracts of employment are entered into. 15.2 Evidence. SafeTec agrees to furnish Customer with a current and valid Certificate of Insurance relating to the extent of liability coverage and SafeTec agrees to keep and to maintain said insurance coverage in full force and effect during the Term of this Agreement. Insurance carriers for Errors 2110321/2/vwGi02181-0003 PAGE 8--SAFETEC--MASTER SERVICES AGREEMENT