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<br />2505 N Oakland Avenue, Milwaukee, WI 53211 • 800.781.2320 • readyrebound.com
<br /> damages whether arising out of breach of contract, tort (including negligence), or otherwise,
<br /> regardless of whether such damage was foreseeable and whether or not service provider has been
<br /> advised of the possibility of such damages, and notwithstanding the failure of any agreed or other
<br /> remedy of its essential purpose.
<br /> 11.2 In no event shall service provider's aggregate liability arising out of or related to these terms,
<br /> whether arising out of or related to breach of contract, tort (including negligence), or otherwise,
<br /> exceed the aggregate amounts paid or payable to service provider pursuant to the applicable
<br /> statement of work.
<br /> 11.3 The exclusions and limitations in Sections 11.1 and 11.2 shall not apply to:
<br /> (a) damages or other liabilities arising out of or relating to a party’s failure to comply with its
<br /> obligations under Section 7 (Intellectual Property);
<br /> (b) damages or other liabilities arising out of or relating to a party’s failure to comply with its
<br /> obligations under Section 8 (Confidentiality);
<br /> (c) a party’s indemnification obligations under Section 10 (Indemnification);
<br /> (d) damages or other liabilities arising out of or relating to a party’s negligence, willful
<br /> misconduct, or intentional acts;
<br /> (e) death or bodily injury or damage to real or tangible personal property resulting from a
<br /> party’s negligent acts or omissions; and
<br /> (f) a party’s obligation to pay attorneys’ fees and court costs in accordance with Section 15.
<br /> 12. Entire Agreement. These Terms, including and together with any related Statements of Work, exhibits,
<br />schedules, attachments and appendices, constitute the sole and entire agreement of the Parties with respect to
<br />the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements,
<br />representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge
<br />and agree that if there is any conflict between these Terms and the terms and conditions of any Statement of
<br />Work, these Terms shall supersede and control.
<br /> 13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under
<br />these Terms (each, a “Notice“, and with the correlative meaning “Notify“) must be in writing and addressed to
<br />the other Party at such address set forth in the Statement of Work, (or to such other address that the receiving
<br />Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all
<br />Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or
<br />registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these
<br />Terms, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has
<br />complied with the requirements of this Section 13.
<br /> 14. Force Majeure.
<br /> 14.1 No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under
<br /> or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms,
<br /> when and to the extent such failure or delay is caused by or results from the following force
<br /> majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or
<br /> explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts,
<br /> riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in
<br /> effect on or after the date of these Terms; (f) action by any governmental authority; (g)national
<br /> or regional emergency; or (h) other similar events beyond the reasonable control of the party
<br /> affected by the Force Majeure Event. The affected party shall give notice within five (5) business
<br /> days of the Force Majeure Event to the other party, stating the period of time the occurrence is
<br /> expected to continue.
<br /> 14.2 During the Force Majeure Event, the non-affected party may similarly suspend its performance
<br /> obligations until such time as the affected party resumes performance.
<br /> 14. 3 The affected party shall use diligent efforts to end the failure or delay and ensure the effects of
<br /> such Force Majeure Event are minimized and shall resume performance of its obligations as soon
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