1E9Ct5D

OPERATIONS, LOSS, DAMAGE OR CORRUPTION OF DATA, LOSS RESULTINGFROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, DOWNTIME,SHUTDOWN, SERVICE INCOMPATIBILITY OR PROVISION OF INCORRECTCOMPATIBILITY INFORMATION, FAILURE TO ACCURATELY TRANSFER,READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDECORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (B) FORANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL,PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR IN CONNECTIONWITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE CASE OF EACHOF CLAUSE (A) AND CLAUSE (B), EVEN IF ADVISED OF THE POSSIBILITY OFSUCH DAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE,REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT,STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED,AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHERREMEDY OF ITS ESSENTIAL PURPOSE.]15.2 [CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDEDIN Section 15.3, IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDERTHIS AGREEMENT EXCEED [[NUMBER IN WORDS] [(NUMBER)] TIMES] THEAGGREGATE FEES AND REIMBURSABLE EXPENSES UNDER THISAGREEMENT (INCLUDING AMOUNTS ALREADY PAID AND AMOUNTS THATHAVE ACCRUED BUT NOT YET BEEN PAID) [IN THE [NUMBER IN WORDS][(NUMBER)] [YEARS/MONTHS] PRECEDING THE EVENT GIVING RISE TO THECLAIM].]15.3 Exceptions. The exclusions and limitations in Section 15.1 and Section 15.2shall not apply to:(a) Losses arising out of or relating to a party's failure to comply with itsobligations under Section 9 (Ownership), Section 10 (Confidentiality), Section 11(www.practicallaw.com/A (Personal Information), Section 12 (Security) or Section 13(Data Backup and Disaster Recovery);(b)A party's indemnification obligations under Section 14 (Indemnification);(c) Losses arising out of or relating to Provider's unauthorized [intentional]suspension, termination or disabling of the Services in breach of this Agreement;(d) Losses arising out of or relating to a party's gross negligence or moreculpable conduct, including any willful misconduct or intentional wrongful acts;(e) Losses for death, bodily injury or damage to real or tangible personalproperty arising out of or relating to a party's negligent or more culpable acts oromissions[;/; or]43