|
by applicable law, rule, regulation, or lawful process, provided that, Client, to the extent permitted
<br />by applicable law, rule, regulation, or lawful process, first notifies Capitol B in order to permit Capitol
<br />B to seek reasonable protective arrangements. Except as otherwise expressly herein permitted, no
<br />party may issue a press release concerning the existence or terms of this Agreement without the
<br />prior written consent of the other party.
<br />14. DISCLAIMER OF WARRANTIES. ALL SERVICES PERFORMED HEREUNDER ARE ON AN “AS IS” AND
<br />“AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR GUARANTEE OF CONTINUOUS OR
<br />UNINTERRUPTED DISPLAY OR DISTRIBUTION. CAPITOL B DISCLAIMS ALL WARRANTIES OF ANY KIND,
<br />WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING
<br />FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITH REGARD TO SERVICES, CAPITOL
<br />B WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES; (ii) CLAIMS RELATING
<br />TO BREACH OF INTELLECTUAL PROPERTY LAWS OR DEFAMATION; (iii) PERSONAL INJURY OR
<br />PROPERTY DAMAGE RESULTING FROM CLIENT’S ACCESS TO OR USE OF THE SERVICES; (iv)
<br />UNAUTHORIZED ACCESS TO OR USE OF CAPITOL B’S SERVERS OR OF ANY PERSONAL OR FINANCIAL
<br />INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (vi) BUGS,
<br />VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE
<br />SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE
<br />USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR
<br />THROUGH THE SERVICES; OR (viii) MATTERS BEYOND ITS REASONABLE CONTROL. TO THE
<br />MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CAPITOL B AND ITS AFFILIATES
<br />EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR
<br />CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, AT ANY
<br />TIME IN THE PAST OR FUTURE, FROM USE OF ANY THIRD-PARTY WEBSITE, CONTENT, SERVICE OR
<br />PRODUCT.
<br />15. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
<br />NEITHER PARTY IS LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
<br />DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY,
<br />NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST
<br />BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY
<br />OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE
<br />FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (i) CLIENT’S INDEMNIFICATION
<br />OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (ii) CLIENT’S
<br />CONFIDENTIALITY OBLIGATIONS; AND (iii) CLIENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
<br />TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL
<br />CAPITOL B’S CUMULATIVE, AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEED THE NET
<br />AMOUNTS RECEIVED BY CAPITOL B HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY
<br />PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, CAPITOL B WILL BE
<br />PERMITTED, IN ITS SOLE DISCRETION, TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING,
<br />PROVIDED THAT, SUCH “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD
<br />OF TIME AFTER THE LIABILITY HAS ACCRUED.
<br />16. Prohibition on Certain Exclusions. Some jurisdictions do not allow the exclusion of certain
<br />warranties or the limitation or exclusion of liability for incidental or consequential damages.
<br />Accordingly, some of the above limitations and disclaimers may not apply to Client. To the extent
<br />Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8
|