Limitation of Liability. IN NO EVENT WILL WINDSOR CIRCLE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, LOSS OF PROFITS, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES, OR TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA OR LOSS OF USE, EVEN IF WINDSOR CIRCLE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL WINDSOR CIRCLE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED THE FEES PAID HEREUNDER DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, LOSS OR DAMAGE.
CUSTOMER ACKNOWLEDGES WINDSOR CIRCLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, WINDSOR CIRCLE WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR ANY ISSUE OUTSIDE OF WINDSOR CIRCLE’S REASONABLE CONTROL.
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THEY ENTER INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN WINDSOR CIRCLE AND CUSTOMER AND FORM A BASIS OF BARGAIN BETWEEN THE PARTIES. SOLELY IF AND TO THE EXTENT REQUIRED IN ORDER FOR THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 12 TO BE ENFORCEABLE, NOTHING SET FORTH IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW OR SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
No claim may be asserted by Customer against Windsor Circle more than twelve (12) months after the expiration or termination of this Agreement. In the event of any failure, or Windsor Circle’s non-provision, of the Services, Customer’s sole and exclusive remedy shall be for Windsor Circle to use commercially reasonable efforts to repair or provide the Services.
Term and Termination. The initial term of this Agreement commences on the date set forth in the Sales Order and, unless earlier terminated as provided herein, shall continue for that period of time as is set forth in the Sales Order (the “Initial Term”). Contemporaneous with the expiration of the Initial Term and each successive Renewal Term (as defined herein), this Agreement will automatically renew for successive periods of time, each of which is equivalent to the Initial Term (each, a “Renewal Term”), unless and until terminated in accordance with the terms and conditions set forth herein (the Initial Term, together with each Renewal Term, the “Term”). A party may terminate this Agreement as of the end of the Initial Term or the then-current Renewal Term, as the case may be, by providing the non-terminating party with written notice of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the Initial Term or such Renewal Term, as the case may be. A party may terminate this Agreement immediately in the event that: (i) the other party fails to cure a material breach of any term, condition, representation or warranty set forth herein within fifteen (15) days’ after such other party’s receipt of written notice thereof; or (ii) in the event the other party files a petition in bankruptcy or for reorganization or a third party files a petition in bankruptcy or for reorganization against such other party, which is not dismissed within sixty (60) days, or in the event of an assignment by such other party for the benefit of its creditors, or the appointment of a receiver, trustee, liquidator or custodian for all or a substantial part of such other party’s assets. Customer’s termination notice must be emailed any of the following at Windsor Circle : firstname.lastname@example.org, email@example.com, their account manager, or their client success manager. Notwithstanding any termination or expiration of this Agreement, Customer will remain obligated to pay Windsor Circle all Fees which were incurred prior to (and on) the effective date of such termination or expiration, as the case may be.