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ARTICLE 8—LIMITATION OF LIABILITY
<br /> 8.1 General Limitations. Provider shall not be liable for any loss or damage occasioned by a Force Majeure Event. Except as
<br /> expressly provided to the contrary elsewhere in this Agreement, Provider's total liability for any and all causes and claims arising
<br /> under this Agreement, whether based in contract, tort, warranty or otherwise shall be limited to the lesser of: (i)the actual
<br /> direct damages sustained by Customer;or(ii)an amount equivalent to the total MRC received by Provider from Customer for the
<br /> Service(s)at issue during the preceding twelve(12)month period.
<br /> 8.2 Service Level Agreement. Should Provider fail, on any one or more occasions,to deliver any one or more Services to
<br /> Customer in accordance with all of the terms and conditions contained in the applicable SLA, Customer's sole remedy for such
<br /> failure shall be the remedies set forth in the SLA. No such failure shall be considered a Default by Provider under this Agreement.
<br /> 8.3 No Special Damages. EXCEPT FOR(i)EACH PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 7 ABOVE,(ii)EACH
<br /> PARTY'S THIRD-PARTY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 9 BELOW,AND (iii)CLAIMS ARISING FROM A PARTY'S
<br /> INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
<br /> INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR INCURRED IN
<br /> CONNECTION WITH A PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, INCLUDING, BY WAY OF
<br /> EXAMPLE AND NOT BY WAY OF LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF ANTICIPATED
<br /> SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR COST OF PURCHASING REPLACEMENT SERVICES, EVEN IF THE
<br /> OTHER PARTY HAD BEEN ADVISED,KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH SPECIAL DAMAGES.
<br /> 8.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES
<br /> OR REPRESENTATIONS, EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, EITHER IN FACT OR BY OPERATION OF LAW,AS TO THE
<br /> DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY SERVICE
<br /> PROVIDED PURSUANT TO THIS AGREEMENT.
<br /> 8.5 Assumption of Risk. PROVIDER HAS NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY
<br /> WHATSOEVER FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED BY CUSTOMER THROUGH THE SERVICES,
<br /> SERVICE INTERRUPTIONS ATTRIBUTABLE TO CUSTOMER'S NETWORK, ANY CUSTOMER EQUIPMENT FAILURES, OR ANY OTHER
<br /> SUCH CAUSES, AND CUSTOMER USES THE SERVICES AT CUSTOMER'S OWN RISK. CUSTOMER SHALL BE SOLELY RESPONSIBLE
<br /> FOR THE SECURITY. CONFIDENTIALITY AND INTEGRITY OF INFORMATION CUSTOMER TRANSMITS OR RECEIVES USING ANY
<br /> SERVICES.
<br /> ARTICLE 9—INDEMNIFICATION FOR THIRD PARTY CLAIMS
<br /> 9.1 Indemnification by Customer. Customer shall indemnify,defend and hold Provider and its members,managers,officers,
<br /> agents and employees (collectively,the "Provider Indemnified Parties") harmless from and against any and all claims,lawsuits
<br /> or damages asserted against the Provider Indemnified Parties by any third-party to the extent the same arise out of or are due
<br /> to: (i)Customer's negligence or willful misconduct in exercising its rights or performing its obligations under this Agreement;
<br /> (ii)Customer's noncompliance with or Default under this Agreement;and/or (iii)Customer's failure to comply with applicable
<br /> law in connection with its performance under this Agreement.
<br /> 9.2 Indemnification by Provider. Provider shall indemnify,defend and hold Customer and its members, managers,officers,
<br /> agents and employees(collectively,the"Customer Indemnified Parties")harmless from and against any and all claims, lawsuits
<br /> or damages asserted against the Customer Indemnified Parties by any third-party to the extent the same arise out of or are due
<br /> to: (i)Provider's negligence or willful misconduct in exercising its rights and performing its obligations under this Agreement;
<br /> (ii)Provider's noncompliance with or Default under this Agreement; and/or(iii)Provider's failure to comply with applicable law
<br /> in connection with its performance under this Agreement.
<br /> 9.3 Indemnification Procedures for Third-Party Claims. Should any third-party claim arise under this Article 9, the
<br /> indemnified party shall promptly notify the indemnifying party of same in writing,and shall take such action as may be necessary
<br /> to avoid default or other adverse consequences in connection with such claim. The indemnifying party shall have the right to
<br /> select counsel and to control the defense and settlement of such claim;provided, however,that the indemnified party shall be
<br /> entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and
<br /> MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.5
<br /> Wave Business Solutions,LLC/City of Everett 06/13/2016
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