Common use of Limitation of Liability for Service Noncompliance Clause in Contracts

Limitation of Liability for Service Noncompliance. Except with respect to a Party’s gross negligence or willful misconduct, each Party’s maximum liability to, and the sole remedy of, the other Party under or in connection with Service Noncompliance under this Agreement (including any breach hereof) shall be a refund of the Service Fees paid for the particular Service, except that if the Service Provider completely fails to provide a Service in its entirety and fails to resume providing such service within thirty (30) calendar days following written notice thereof from the Service Recipient, the Service Provider’s liability may also include: (i) the Service Recipient’s incremental cost of performing the Service itself; or (ii) the Service Recipient’s incremental cost of obtaining the Service from a third party; provided that, in each case, the Service Recipient shall exercise its reasonable best efforts under the circumstances to minimize the cost of any such alternatives to the Services by selecting the most cost-effective alternatives which provide the functional equivalent of the Services replaced and in any event, the Service Provider’s maximum liability shall be subject to Section 8.3(b). Each Party agrees that the receipt of Services shall be an unqualified acceptance of, and a waiver by, such Party of its rights to assert any claim with respect to Service Noncompliance unless it gives written notice of the Service Noncompliance to the other Party within the later of: (i) thirty (30) calendar days after the date on which such asserting Party became, or should have become, aware of the facts, events, occurrences or circumstances underlying such claim; or (ii) sixty (60) calendar days after receipt of the Service by such asserting Party.

Limitation of Liability for Service Noncompliance. Except with respect Performance by Provider of the Services pursuant to a Partythis Agreement shall not subject Provider to any liability whatsoever, except as directly caused by Provider’s gross negligence or willful misconduct, each Partyprovided, however, that Provider’s maximum liability to, and the sole remedy of, the other Party under as a result of such gross negligence or in connection with Service Noncompliance under this Agreement (including any breach hereof) willful misconduct shall be limited to the lesser of (i) a refund of the Service Fees paid for the a particular Service, except that if the Service Provider completely fails to provide a Service in its entirety and fails to resume providing such service within thirty (30ii) calendar days following written notice thereof from the Service Recipient, the Service Provider’s liability may also include: (i) the Service Recipient’s incremental cost of performing the Service itself; itself or (iiiii) the Service Recipient’s incremental cost of obtaining the Service from a third partyThird Party; provided that, in each case, the Service Recipient shall exercise its reasonable best efforts under the circumstances to minimize the cost of any such alternatives to the Services by selecting the most cost-effective alternatives which provide the functional equivalent of the Services replaced and in any event, the Service Provider’s maximum liability shall be subject to Section 8.3(b)replaced. Each Party Recipient agrees that the receipt by any member of Recipient’s Group of Services shall be an unqualified acceptance of, and a waiver by, such Party the Recipient’s Group of its their rights to assert any claim with respect to Service Noncompliance unless it Recipient gives written notice of the Service Noncompliance to the other Party Provider within the later of: of (i) thirty (30) calendar days after the date on which such asserting Party Recipient became, or should have become, aware of the facts, events, occurrences or circumstances underlying such claim; claim or (ii) sixty (60) calendar days after receipt of the Service by such asserting Partymember of Recipient’s Group; provided that, in no event shall Recipient be entitled to give notice of a Service Noncompliance more than twelve (12) months after receipt of the Service by any member of Recipient’s Group.