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<br /> or resulting from:
<br /> (a) bodily injury, death of any person, or damage to real or tangible, personal property
<br /> resulting from the negligent or willful acts or omissions of Client; and
<br /> (b) Client’s breach of any representation, warranty, or obligation of Client in these Terms.
<br /> 10.3 The party seeking indemnification hereunder shall promptly notify the indemnifying party in
<br /> writing of any action and cooperate with the indemnifying party at the indemnifying party’s sole
<br /> cost and expense. The indemnifying party shall immediately take control of the defense and
<br /> investigation of such action and shall employ counsel of its choice to handle and defend the
<br /> same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle
<br /> any action in a manner that adversely affects the rights of the indemnified party without the
<br /> indemnified party’s prior written consent. The indemnified party’s failure to perform any obligations
<br /> under this Section 10.3 shall not relieve the indemnifying party of its obligations under this Section 10.3
<br /> except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as
<br /> a result of such failure. The indemnified party may participate in and observe the proceedings at its own
<br /> cost and expense.
<br />11. Limitation of Liability.
<br /> 11.1 In no event shall service provider be liable to client or to any third party for any loss of use,
<br /> revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive
<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
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