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<br />11.2.CAP ON MONETARY LIABILITY.EXCEPT FOR BREACHES OF SECTION 6,IN NO
<br />EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF POLCO AND ITS LICENSORS,
<br />SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
<br />ITS SUBJECT MATTER,UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF
<br />CONTRACT,TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,EXCEED THE
<br />AGGREGATE AMOUNT PAID BY THE CUSTOMER TO POLCO WITHIN THE IMMEDIATELY
<br />PRECEDING 12 MONTHS.THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE
<br />FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
<br />12.Force Majeure.In no event will Polco be liable or responsible to Customer,or be deemed to
<br />have breached this Agreement,for any failure or delay in fulfilling or performing any term of this
<br />Agreement,when and to the extent such failure or delay is caused by any circumstances beyond Polco’s
<br />reasonable control (a “Force Majeure Event”),including,but not limited to,failures or interruptions of
<br />communications facilities or equipment of third parties,labor strikes or slowdowns,shortages of resources
<br />or materials,acts of God,pandemics,epidemics or health emergencies,natural disasters,fire,world
<br />events,delay or disruption of shipment or delivery,trespass or interference of third parties,or similar
<br />events or circumstances outside Polco’s reasonable control,whether or not otherwise enumerated.
<br />Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted
<br />for a period of thirty (30) days or more.
<br />13.General Provisions.
<br />13.1.Further Assurances.Upon a party’s reasonable request,the other party shall,at the
<br />requesting party’s sole cost and expense,execute and deliver all such documents and instruments,and
<br />take all such further actions, necessary to give full effect to this Agreement.
<br />13.2.No Agency.Nothing in this Agreement shall be construed to create a partnership,joint
<br />venture or agency relationship between the parties.
<br />13.3.Headings.The headings in this Agreement are for reference only and do not affect the
<br />interpretation of this Agreement.
<br />13.4.Entire Agreement.This Agreement,including all Schedules attached hereto,constitutes
<br />the sole and entire agreement of the parties with respect to the subject matter of this Agreement and
<br />supersedes all prior and contemporaneous understandings,agreements,representations and warranties,
<br />both written and oral, with respect to such subject matter.
<br />13.5.Assignment.Customer shall not assign or otherwise transfer any of its rights or
<br />obligations under this Agreement without Polco’s prior written consent,which shall not be unreasonably
<br />withheld.No delegation or other transfer will relieve Customer of any of its obligations or performance
<br />under this Agreement.Any purported assignment,delegation or transfer in violation of this Section 13.6
<br />is void.Polco shall not assign or otherwise transfer any of its rights or obligations under this Agreement
<br />without Customer’s prior written consent unless such assignment or transfer is to an affiliate or in
<br />connection with a sale of all or substantially part of Polco’s business to which such rights and obligations
<br />pertain.This Agreement is binding upon and inures to the benefit of the parties hereto and their
<br />respective permitted successors and assigns.
<br />13.6.Notices.Any notice,request,consent,claim,demand,waiver,or other communications
<br />under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such
<br />other address or such other person that such party may designate from time to time in accordance with
<br />this Section 13.6):
<br />If to Polco:Policy Confluence, Inc.
<br />8001 Terrace Avenue, #201
<br />Middleton, WI 53562
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