25E - AGMT - LASERFICHE UPGRADE AND MAINTENANCE

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A. LASERFICHE'S LIABILITY FOR ANY DAMAGES OR INJURIES SUFFERED BY LICENSEE, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT THAT LICENSEE HAS ACTUALLY PAID TO LASERFICHE FOR THE DEFECTIVE OR NON - COMPLIANT LASERFICHE SOFTWARE COMPONENTS OR SERVICES WITHIN THE 12 -MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSEE FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF AN EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS AGREEMENT MORE THAN ONE YEAR AFTER LICENSEE DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS WHICH GAVE RISE TO THE CLAIM OR CAUSE OF ACTION. NO RESELLER, VAR, DISTRIBUTOR OR OTHER THIRD PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY WITHOUT THE EXPRESS PRIOR WRITTEN APPROVAL OF LASERFICHE. B. UNDER NO CIRCUMSTANCES WILL LASERFICHE OR LICENSEE OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES ") BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA, THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY EITHER PARTY OR BY ANY THIRD PARTY, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER EITHER PARTY OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. C. NOTWITHSTANDING THE FOREGOING, SECTIONS 12A AND 12B WILL NOT APPLY TO THE LIABILITY OF EITHER PARTY TO INDEMNIFY THE OTHER AGAINST THIRD -PARTY CLAIMS ARISING OUT OF ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13. INSTEAD, THE FOLLOWING LIMITS WILL APPLY TO THIRD -PARTY INDEMNITY CLAIMS: (1) IF AN INDEMNITY CLAIM IS MADE AGAINST LASERFICHE, ITS MAXIMUM LIABILITY FOR THE CLAIM WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AGGREGATE CONTRACT PRICE SET FORTH IN SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND SERVICES, LESS (A) ALL AMOUNTS REMAINING UNPAID BY LICENSEE TO LASERFICHE AND (B) LESS ALL AMOUNTS REFUNDED OR CREDITED BY LASERFICHE TO LICENSEE. (2) IF AN INDEMNITY CLAIM IS MADE AGAINST LICENSEE, ITS MAXIMUM LIABILITY FOR TH CLAIM WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE CONTRACT PRICE AS SET FORTH IN Lase�fiche Enterprise Software License and Professional Services Agreement 25E -19 Page 17