1E9Ct5D

Processing of Customer Data, including Personal Information, by or on behalf ofProvider, or through or enabled by the Provider Systems, whether authorized by Provider,due to a security breach or otherwise; or(b) any use of the Hosted Services or Service Software by Customer or anyAuthorized User that is beyond the scope of or otherwise fails to conform to thisAgreement or any authorization or approval given in writing by Provider to Customer orsuch Authorized User. The remedies set forth in this paragraph are Provider's exclusiveremedies with respect to any Action or Loss described in this Section 14.4.]14.5 Indemnification Procedure. [Customer/The party seeking indemnification] shallpromptly notify [Provider/the Indemnifying Party] in writing of any Action for which itseeks indemnification pursuant to this Section 14 and cooperate with [Provider/theIndemnifying Party] at [Provider's/the Indemnifying Party's] sole cost and expense.[Provider/The Indemnifying Party] shall immediately take control of the defense andinvestigation of such Action and shall employ counsel[ of its choice/reasonablyacceptable to [Customer/the other party]] to handle and defend the same, at[Provider's/the Indemnifying Party's] sole cost and expense. [Provider/The IndemnifyingParty] shall not settle any Action on any terms or in any manner that adversely affects therights of [Customer or any Customer Indemnitee/the other party or any Indemnitee]without [Customer's/the other party's] prior written consent[, which shall not beunreasonably withheld or delayed]. The [Customer and any Customer Indemnitee/otherparty and any Indemnitee] may participate in and observe the proceedings at its own costand expense with counsel of its own choosing. [[Customer's/A party's] failure to performany obligations under this Section 14.5 will not relieve [Provider/the Indemnifying Party]of its obligations under Section 14 except to the extent that [Provider/the IndemnifyingParty] can demonstrate that it has been [materially] prejudiced as a result of such failure.]15. Limitations of Liability.15.1 EXCLUSION OF INDIRECT DAMAGES. [EXCEPT AS OTHERWISEPROVIDED IN Section 15.3, IN NO EVENT WILL EITHER PARTY BE LIABLEUNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL,INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.OREXCLUSION OF INDIRECT DAMAGES. EXCEPT AS OTHERWISEPROVIDED IN Section 15.3, IN NO EVENT WILL EITHER PARTY BE LIABLE[ TOTHE OTHER PARTY OR TO ANY THIRD PARTY] FOR (A) ANY CLAIMSASSERTING OR BASED ON THE USE, INABILITY TO USE, LOSS,INTERRUPTION OR DELAY OF THE SERVICES, LOSS OF USE OF FACILITY OREQUIPMENT, LOST BUSINESS, REVENUES OR PROFITS, LOSS OF GOODWILL,FAILURE TO ACHIEVE COST SAVINGS, FAILURE OR INCREASED COST OF42