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�Te%Pacific
<br /> � Terms and Conditions Page 6 of 7 �0 M N U N I C A T/O N f
<br /> LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br /> PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
<br /> (b)Credit Allowances for Interruption af Service. If an interruption or failure of Service is caused solely by
<br /> us and not by you or any third party or other causes beyond our reasonable control,you may be entitled
<br /> to a cxedit allowance not to exceed an amount equivalent to the proportionate charge to you for the
<br /> affected Service for the time period from the time of your report to us of the Service interruption to the
<br /> time Service is restored, not to exceed in any month,the total monthly recurring charge owed by you for
<br /> the affected Service in that month. The specific service levels, related credits and steps you must take to
<br /> apply for credits are available on our website at http://insidetelepacific.comAegalAegal-sla.asp. We shall
<br /> not be liable for any act or omission of any other entity furnishing you with facilities or equipment used
<br /> with the Services, nor shall we be liable for any damages or losses due in whole or in part to you�fault or
<br /> negligence or due in whole or in part to the failure of equipment or facilities that you provide.
<br /> (c)LIMITATION OF LIABILITY. NOTINITHSTANDING THE PROVISIONS OF SUB-SECTION(a)OF
<br /> THIS SECTION 5, OUR TOTAL LIABILlTY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED
<br /> THE LESSER OF(1)YOUR PROVEN DIRECT DAMAGES, (2)THE AMOUNTS YOU PAID TO US FOR
<br /> THE SERVICES DURING THE PERIOD IN WHICH ANY SERVICE-RELATED PROBLEMS WERE
<br /> EXPERIENCED, OR(3)THE CREDITS AVAILABLE TO YOD UNDER OUR TARIFFED LIMITATION OF
<br /> LIABILITY. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION AND CLAIMS,
<br /> INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY,
<br /> NEGLIGENCE,STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
<br /> (d) Indemn�cation.You will defend, indemnify and hold us harmless(including our o�cers,directors,
<br /> employees, agents, and contractors)from any claims, liabilities, losses, damages and expenses
<br /> (including reasonable attorneys fees and costs)arising out of or relating to your use of the Services. This
<br /> indemnity will not be available if the damage or loss is due to our willful or reckless acts or omissions.
<br /> Subject to the limitation of liability set forth in sub-section(c)of this Section,we will defend, indemnify and
<br /> hold you harmless(induding your o�cers, directors, employees, agents, licensees or contractors)from
<br /> any claims, liabilities, losses, damages and expenses(including reasonable attorneys fees and court
<br /> costs), arising out of or relating to our delivery of the Services to you. This indemnity will not be available
<br /> if the damage or loss is due to your willful or reckless acts or omissions.
<br /> 6. Miscellaneous Provisions
<br /> (a)Assignment and Succession. You may not assign or transfer this Agreement without our prior written
<br /> consent,which shall not be unreasonably withheld. Any unauthorized assignment or transfer shall be null
<br /> and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the
<br /> parties and their respective heirs, executors, administrators, ►egal representatives, successor and
<br /> authorized assigns.
<br /> (b)Governing Law. This Agreement shall be construed pursuant to the laws of the state where the
<br /> services are provided without regard to the conflicts of law provisions thereof.
<br /> (c)Force Majeure. We shall not be liable for any failure of performance of the Services due to causes
<br /> beyond our control, including, but not limited to,fire,flood, electric power interruptions, national
<br /> emergencies, civil disorder, acts of terrorists, riots,strikes, lockouts,work stoppages,Acts of God,or any
<br /> law, regulation, directive, or order of the United States government, or any other governmental agency,
<br /> including state and local govemments having jurisdiction over us or the Services provided hereunder.
<br /> (d)Arbitration. If you and we cannot resolve between ourselves any dispute arising under this
<br /> Agreement, you and we shall promptly submit the dispute to binding arbitration at the office of the
<br /> American Arbitration Association (°AAA")located in the City or County of the state where the services are
<br /> provided, or, if there is no AAA office at that location, then at the AAA o�ce closest to where the services
<br /> are provided ("Arbitration Site"). The arbitration will be held in accordance with the commercial arbitration
<br /> rules of the AAA. Either party may initiate arbitration by providing written demand for arbitration(with a
<br /> v082313
<br /> ATTY/AGR.2015.1861Telepacific Telephone Lines
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