Common use of Warranties and Limitation of Liability Clause in Contracts

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in In the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLASLAs, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) THIS AGREEMENT OR A PARTY’S LIABILITY UNDER SECTION 6.5SECTIONS 6.5 AND 16.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. 5.1 Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 9 (INDEMNITY) OR SECTION 16.3 7.2 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.54.5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES). MASERGY SHALL NOT BE LIABLE FOR CLAIMS BASED ON MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN MASERGY. FURTHER, REPRESENTATIVES OF MASERGY ARE NOT PERMITTED TO MAKE PROMISES, WARRANTIES OR AGREEMENTS WITH RESPECT TO THE SCOPE OF SERVICES OR THE RESULTS THEREOF, WHICH ARE NOT EXPRESSED IN THIS AGREEMENT.

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claimclaim during the twelve (12) month period immediately preceding the date on which the claim arose. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in In the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLASLAs, with such credits being and shall in no event exceed the total charges that Masergy would otherwise have billed to Customer or sums actually paid to Masergy by Customer for the Service giving rise to the claim. Credits granted by Masergy will be offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any Agreement all remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY IN NO EVENT SHALL MASERGY BE LIABLE TO THE OTHER, WHETHER FOR CUSTOMER (BASED ON ANY CLAIM OF BREACH OF CONTRACT CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER LIABILITY IN TORT, ) FOR ANY INDIRECTCOSTS, INCIDENTALEXPENSES, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY CUSTOMER DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS COSTS, OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in 7.1 In the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy Broadcore for the actual period such Service was unavailable pursuant to the SLASLAs, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. MasergyBroadcore’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy Broadcore by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) THIS AGREEMENT OR A PARTY’S LIABILITY UNDER SECTION 6.5SECTIONS 6.5 AND 20.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1AURORA represents that it has the right to grant the license herein and warrants the Images to be free from defects in material and workmanship for 30 days from delivery. Except for Customer’s rights under Section 6.6, in the event of a Service failure or interruption, Customer’s The sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as a breach of the time foregoing warranty is the credit is grantedreplacement of the image(s) or refund of the purchase price, at AURORA’S option. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this AgreementAURORA MAKES NO OTHER WARRANTIES, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITYREGARDING, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AURORA SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, COSTSOR LOST PROFITS OR ANY OTHER DAMAGES, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS LOSSES ARISING OUT OF ACCESS LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF AURORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. AURORA’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE SERVICESEXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE IMAGE(S). Licensee may have additional rights under state law.

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in In the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLASLAs, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) THIS AGREEMENT OR A PARTY’S LIABILITY UNDER SECTION 6.5SECTIONS 6.5 AND 15.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in In the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy MASERGY for the actual period such Service was unavailable pursuant to the SLASLAs, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any all remaining credit will be paid to Customer. MasergyMASERGY’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy MASERGY by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION SECTIONS 6.5, 11, AND 13.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES EXPENSES, OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS COSTS, OR LOSS OF ACCESS TO THE SERVICES).

Warranties and Limitation of Liability. 7.111.1 Macola warrants that it has full power and authority to enter into this Agreement and to grant to Licensee the rights herein granted. 11.2 Licensee warrants that it has full power and authority to enter into this Agreement and that it has not entered into any contract or commitment which shall interfere with the performance of its obligations hereunder. 11.3 Except for Customer’s rights under Section 6.6the warranties set forth in paragraph 8.1 above, in Macola makes no warranty to Licensee concerning the event of a Service failure Software, Licensed Software or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period otherwise. Any such Service was unavailable pursuant Macola warranties are made directly to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer End User and shall only be as of the time the credit is grantedprovided in a Macola-approved License or Sublicense Agreement or "Burst Pack" unsigned License Agreement. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claimLICENSEE UNDERSTANDS AND AGREES THAT THE LICENSED SOFTWARE IS PROVIDED TO IT HEREUNDER STRICTLY ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREINSTATED IN PARAGRAPH 8.1 ABOVE, THERE ARE MACOLA MAKES NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICESWARRANTIES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY BY OPERATION OF LAW OR OTHERWISE. MACOLA DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 11.4 LICENSEE SHALL MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, TITLEPERFORMANCE OR OTHER CHARACTERISTICS OF THE SOFTWARE OR LICENSED SOFTWARE OTHER THAN THOSE WHICH ARE CONSISTENT IN ALL RESPECTS WITH, AND DO NOT EXPAND THE SCOPE OF, THE WARRANTIES MADE BY MACOLA DIRECTLY TO END USERS IN THE STANDARD MACOLA-APPROVED LICENSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTSSUBLICENSE FORM OR "BURST PACK" LICENSE AGREEMENT FORM OR AS OTHERWISE APPROVED BY MACOLA IN A WRITING ADDRESSED TO LICENSEE WHICH EXPRESSLY REFERS TO THIS PARAGRAPH 8.4. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS 11.5 UNDER SECTION 14 (INDEMNITY) NO CIRCUMSTANCES WILL MACOLA OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY SHALL ITS DIRECT AND INDIRECT SUPPLIERS BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE PUNITIVE, OR CONSEQUENTIAL DAMAGESINCIDENTAL DAMAGES OR LOST PROFITS, COSTSWHETHER FORESEEABLE OR UNFORESEEABLE, EXPENSES BASED ON CLAIMS OF LICENSEE OR LIABILITY ITS DEALERS, END USERS OR CUSTOMERS (INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST CLAIMS FOR LOSS OF DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS USE OF MONEY OR LOSS USE OF ACCESS THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH MACOLA AND ITS DIRECT AND INDIRECT SUPPLIERS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO MACOLA BY LICENSEE FOR THE SERVICES)SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE. Both parties acknowledge that the foregoing limitations on liabilities and the disclaimer of warranties set forth in paragraph 8.3 represent a mutually agreed upon allocation of risk and the consideration provided in this Agreement has been calculated to reflect such allocation of risk.

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6T5 DISCLAIMS ALL WARRANTIES, in the event of a Service failure or interruption, Customer’s sole and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT WITH RESPECT TO ITS FACILITIES, TRANSMISSION, EQUIPMENT, DATA OR SERVICE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION LIMITATION OF LIABILITY. THE ENTIRE LIABILITY OF T5 FOR ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF ITS PROVISION OF FACILITIES, TRANSMISSION, DATA, SERVICE OR EQUIPMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CORRESPONDING PROPORTION OF THE MONTHLY RECURRING CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT (OR ANY OTHER EVENT OR ACTION GIVING RISE TO A PARTY’S OBLIGATIONS UNDER SECTION 14 CLAIM) OCCURS WITH RESPECT TO ANY TARIFFED SERVICE.EXCEPT FOR A REFUND OF ACTUAL CHARGES PAID FOR A NUMBER ASSIGNMENT, PUBLICATION, LISTING OR ADVERTISEMENT (INDEMNITYOR WHERE LIABILITY CANNOT BE DISCLAIMED AS A MATTER OF LAW) T5 SHALL HAVE NO LIABILITY TO CUSTOMER OR SECTION 16.3 (CONFIDENTIALITY) ANY THIRD PARTY WITH RESPECT TO ANY DISCONTINUANCE OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY CHANGE OF ANY NUMBER. IN NO EVENT SHALL T5 BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE PUNITIVE, CONSEQUENTIAL OR CONSEQUENTIAL INCIDENTAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR OTHER BENEFIT. T5 IS NOT LIABLE FOR ANY DAMAGES, COSTS, EXPENSES ACT OR LIABILITY THAT OMISSION OF ANY OTHER PERSON OR PERSONS FURNISHING ANY PART OF THE SERVICE(S). THE REMEDIES SET OUT IN THIS AGREEMENT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS THE EXCLUSIVE REMEDIES AVAILABLE TO THE SERVICES)PARTIES 18. FORCE MAJEURE. T5 shall not be liable under this Agreement to Customer for delays, failures to perform, damage, loss destruction of malfunction of any equipment, or any consequence caused by, or due to fire, earthquake, flood, water, natural disaster, third party labor disputes, utility curtailments, power failures, explosions, civil disturbances, governmental actions, third party shortages of equipment or supplies, unavailability of transportations, acts or omissions of third parties, or any other cause beyond its reasonable control.

Warranties and Limitation of Liability. 7.1. Except for Customer’s rights under Section 6.6, in Representations regarding the event of a Service failure or interruption, Customer’s sole composition and exclusive remedy shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLA, with such credits being offset against accumulated unpaid charges billed to Customer as performance of the time the credit is granted. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this AgreementProducts are believed reliable, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREINbut Seller MAKES NO WARRANTY OF ANY KIND, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REGARDING SUCH INFORMATION OR PRODUCTS EXCEPT THAT SELLER WARRANTS THAT IT HAS GOOD TITLE TO THE PRODUCTS AND THE PRODUCTS WILL CONFORM TO THEN CURRENT SPECIFICATIONS AT THE TIME OF DELIVERY. SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, TITLEin its sole discretion, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTSthat Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, NEITHER PARTY in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. SELLER SHALL NOT IN ANY EVENT BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIALCONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCYFOR LOSS OF USE, LOSS OF CONNECTIVITYWORK IN PROGRESS, LOST REVENUES, LOST PROFITS, LOST CUSTOMERSDOWN TIME, LOSS OF GOODWILLREVENUE OR PROFITS, REPLACEMENT COSTS FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OF ACCESS TO THE SERVICES)OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. Compliance with Laws, Regulations- Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

Warranties and Limitation of Liability. 7.1Seller warrants only title to the goods sold to Buyer. Except All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any and all manufacturing warranties and will assist Buyer to obtain repair, replacement, or other applicable remedy for Customer’s rights under Section 6.6, in a breach of warranty made known to Seller during the event of a Service failure or interruption, Customer’s sole and exclusive remedy warranty period. Warranty Exclusions: These warranties shall be limited to credits granted by Masergy for the actual period such Service was unavailable pursuant to the SLAvoid if there has been misuse, with such credits being offset against accumulated unpaid charges billed to Customer as accident, modifications, unsuitable physical or operating environment, improper maintenance, storage or installation of the time the credit is grantedgoods. Any net remaining credit will be offset against unpaid charges within the next two complete billing cycles after the credit is granted. Following the termination of this Agreement, any remaining credit will be paid to Customer. Masergy’s cumulative liability under this Agreement shall in no event exceed the amounts actually paid to Masergy by Customer for the Service giving rise to the claim. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIEDIMPLIED WARRANTIES, INCLUDING ANY BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND/OR FITNESS FOR USE OR A PARTICULAR PURPOSEPURPOSE EVEN IF KNOWN BY SELLER. SELLER MAKES NO REPRESENTATION, TITLEWARRANTY, OR NONINFRINGEMENT PROMISE THAT THE PRODUCTS OR SERVICES WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, INCLUDING BUT NOT LIMITED TO LOW LEAD OR LEAD FREE LAWS OR REGULATIONS, EXCEPT AS SPECIFIED AND AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF INTELLECTUAL PROPERTY RIGHTSSELLER. EXCEPT WITH RESPECT TO A PARTYIN THE EVENT OF DAMAGE CAUSED BY SELLER’S OBLIGATIONS NEGLIGENCE, UNDER SECTION 14 (INDEMNITY) OR SECTION 16.3 (CONFIDENTIALITY) OR A PARTY’S LIABILITY UNDER SECTION 6.5, NEITHER PARTY NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE LIQUIDATED OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES DAMAGES CLAIMED BY BUYER OR LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES THIRD PARTY RELATED TO A BREACH OF WARRANTY OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LATENCY, LOSS ANY OTHER NON-CONFORMITY OF CONNECTIVITY, LOST REVENUES, LOST PROFITS, LOST CUSTOMERS, LOSS OF GOODWILL, REPLACEMENT COSTS THE GOODS OR LOSS OF ACCESS TO THE SERVICES).