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LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN CONNECTION WITH OR <br />FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS. RWC will <br />HAVE NO RESPONSIBILITY FOR THE SERVICE QUALITY OR SERVICE OUTAGES (1) CAUSED BY <br />OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY ANY ACT OR OMISSION OF CUSTOMER <br />AND/OR ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (11) DUE TO POWER FAILURES (III) <br />DUE TO INTERNET OUTAGES; (III)CAUSED BY THE FAILURE OR MALFUNCTION OF NON-RWC <br />EQUIPMENT OR SYSTEMS; OR (IV) DUE TO CIRCUMSTANCES OR CAUSES BEYOND THE <br />CONTROL OF RWC OR ITS AGENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN <br />THE GTC OR SERVICES ORDERS, RWC'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER <br />HEREUNDER WILL BE LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO RWC DURING <br />THE PRECEDING TWELVE (12) MONTHS. <br />8. Compliance with Law. <br />All services rendered hereunder by RWC will be provided in accordance with all ordinances, resolutions, <br />statutes, rules and regulations of CUSTOMER, and any federal, state or local governmental agency <br />having jurisdiction in effect at the time the service is rendered. <br />9. Relationship of Parties. <br />It is understood that the relationship of RWC to CUSTOMER is that of an independent contractor and all <br />persons working for or under the direction of RWC are its agents or employees and not agents or <br />employees of CUSTOMER. <br />10. Nonassianment. <br />The GTC and Services Orders are not assignable either in whole or in part. <br />11. Amendments. <br />The GTC and Services Orders may be amended or modified only by written agreement signed by both <br />Parties. <br />12. Validity. <br />The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect <br />the validity of any other provisions of the GTC or Services Orders. <br />13 Governina Law/Litigation. <br />The GTC and Services Orders will be governed by the laws of the State of California and any suit or <br />action initiated by either Party will be brought in the County of San Mateo, California. In the event of <br />litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the <br />unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. <br />S:\DOCS-AGREEMENTS\2017\2017.1231TSvcs-PortofRC 2017-18.docx 3 <br />081911 <br />REV: 05-25-17 JS <br />