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<br /> <br />CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 <br />Page 14 of 41 <br /> <br />AUTHORIZED USER OF ORGANIZATION’S INTERNET CONNECTION IN VIOLATION OF <br />ANY LAW, RULE OR REGULATION. <br /> <br />(d) NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET <br />FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN <br />WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. <br /> <br />ARTICLE X <br />LIMITATIONS ON LIABILITY <br /> <br />10.1 Limitations on Liability <br />(a) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION <br />AGREES THAT THE ENTIRE LIABILITY OF HARRIS AND THAT OF ITS SERVICE <br />PROVIDERS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, <br />OFFICERS, EMPLOYEES AND SHAREHOLDERS AND ORGANIZATION’S EXCLUSIVE <br />REMEDY WITH RESPECT TO THE SOFTWARE, THE THIRD-PARTY PRODUCTS, THE <br />SUPPORT SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES <br />SUPPLIED BY HARRIS OR BY ITS AFFILIATES OR SERVICE PROVIDERS IN <br />CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND <br />REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, <br />INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO <br />ACTUAL DIRECT AND PROVEN DAMAGES AND SHALL NOT EXCEED IN THE <br />AGGREGATE THE FOLLOWING: (I) IN THE CASE OF PERPETUAL-USE SOFTWARE, <br />THE LICENSE FEES PAID BY ORGANIZATION TO HARRIS IN RESPECT OF THE <br />PERPETUAL-USE SOFTWARE TO WHICH A CLAIM AND/OR DAMAGES RELATE, LESS <br />A USAGE CHARGE BASED ON AN AMORTIZATION PERIOD OF FIVE YEARS; AND (II) <br />IN RESPECT OF THE SUBSCRIPTION SOFTWARE, THE ANNUAL SUBSCRIPTION <br />FEES PAID DURING THE THEN-CURRENT SUBSCRIPTION TERM (AND IN NO EVENT <br />BEING GREATER THAN 12 MONTHS), FOR THE SUBSCRIPTION SOFTWARE TO <br />WHICH A CLAIM AND/OR DAMAGES RELATE. <br /> <br />(b) ORGANIZATION FURTHER AGREES THAT IN NO EVENT SHALL HARRIS, ITS <br />SERVICE PROVIDERS, OR ITS AFFILIATES OR EACH OF THEIR RESPECTIVE <br />DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS BE LIABLE, <br />REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, <br />INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, <br />PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES <br />WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF <br />REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED <br />DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR <br />ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, <br />EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS <br />OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. <br /> <br />Article XI <br />CHANGES <br />