AgdaPkt 2018-12-03 Joint SA PFA - Laserfiche WebLink

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6.G. - Page 11 of 40 4.2 Termination by Customer. In the event of Provider Default, if Provider's diligent efforts to correct such default are not commenced and pursued within 34 days of Provider's receipt of a written notice from Customer describing In reasonable detail the nature, scope and extent of the Provider Default, Customer's exclusive remedies will be (i) reimbursement set forth at section 2.5(E) hereunder, and (Ii) termination of any applicable Order. ARTICLE S. LIABILITIES AND SERVICE LEVELS 5.1 Limited Warranty. At all times during the Service Term, Provider warrants that It shall use commercially reasonable efforts in keeping with industry standards to cause the Services to be available to Customer. Theforegoing limited warranty Is exclusive and In lieu of all express and implied warranties whatsoever. Customer must make any warranty claim within 30 days after the applicable Services have been performed. Provider's sole obligation and Customer's sale remedy, with respect to any breach of the limited warranty set forth in this section, is a prorated refund of the fees paid by Customer based on the period of time when the Services are out of compliance with this limited warranty. 5.2 Disclaimer of all other Warranties. Provider makes no warranties or representations, express or implied, either In fad or by operation of law, statutory or otherwise, Including warranties or merchantability, fitness for a particular purpose or title or non -infringement of third party rights, except those expressly set forth In the Agreement. No advice or Information given by Provider, its affiliates or Its contractors or their respective employees will create a warranty. If, under the applicable Order, Provider provides equipment, network facilities and other property in order to provide Services to Customer, Customer (11 shall pay for and accept all such Provider provided equipment "as is ; (11) forever waives any right or claim it or any of Its offillates may now have or may hereafter acquire against Provider regarding such equipment or the installation, maintenance, replacement or the use thereof, and (111) shall look only to the warranty provided by the manufacturer of such equipment for any Issues, damages, problems or concerns that may arise in connection therewith. Notwithstanding the foregoing, if Customer discovers any material defect In any such equipment within five days following delivery of the equipment to Customer, and Customer does not cause such defect, Customer may return such equipment to Provider. If Provider determines In its sole and absolute discretlan that such returned equipment contains a material defect not caused by Customer, Provider shall make commercially reasonable efforts to replace the defective equipment at no additional cost to Customer except for any applicable shipping and handling costs associated with the return and replacement. s.3 Limitation of Provider Liablllty. (A) Notwithstanding anything to the contrary herein, Provider's total cumulative liability to Customer under the Agreement Is limited to the aggregate amount of the Fees actually paid by Customer to Provider for the rights obtained under the Agreement during the six months Immediately preceding the date of the termination of the Agreement, exclusive of any amounts expended by Provider hereunder. Customer hereby Irrevocably and forever releases Provider from all obligations, !lability, claims or demands In excess of the foregoing limitation. (B) upon expiration or termination of the Agreement, Provider will have no liability or obligation to Customer whatsoever and no amounts spent by Customer in fulfiilment of the Agreement will be recoverable from Provider by Customer. 5.4 No Special Damages. Without limiting any express provisions provided elsewhere in the Agreement, except for Indemnification obligations set forth in section 5.5 of this Master Agreement, neither party will be llable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under the Agreement or, even if the party has been advised, knew or should have known of the possibility of such damages. 5.5 Liability and Mutual lndemnlficatlon. ATTYIAG R/2013.1751ASTO U N D BROADBAND - MSA REV* 10-07.13 MLG 2013 ASTOUND BROADBAND Proprietary and Confidential 135