Limitation of Liability. EXCEPT FOR (A) ANY BREACHES OF THE TRADEMARKS, RESERVATION OF RIGHTS AND OWNERSHIP, AND CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT; (B) AMOUNTS CONTAINED IN JUDGMENTS OR SETTLEMENTS WHICH A PARTY IS LIABLE TO PAY ON BEHALF OF THE OTHER PARTY UNDER THE INFRINGEMENT INDEMNITY SECTION OF THIS AGREEMENT; OR (C) ANY LIABILITY TO THE EXTENT LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR RESELLER BE LIABLE FOR ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE.
EXCEPT FOR (A) ANY BREACH OF RESELLER’S PAYMENT OBLIGATIONS; (B) ANY BREACHES OF THE TRADEMARKS, RESERVATION OF RIGHTS AND OWNERSHIP, CONFIDENTIAL INFORMATION, AND EXPORT SECTIONS OF THIS AGREEMENT; (C) A PARTY’S EXPRESS OBLIGATIONS UNDER THE INFRINGEMENT INDEMNITY SECTION OF THIS AGREEMENT; (D) RESELLER’S VIOLATION OF THE SCOPE OF ACTIVITIES AUTHORIZED BY THIS AGREEMENT, OR (E) ANY LIABILITY TO THE EXTENT LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW, THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF COMPANY, ITS AFFILIATES AND SUPPLIERS, AND RESELLER UNDER THIS AGREEMENT, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID AND/OR OWED (AS APPLICABLE) BY RESELLER OR ITS AFFILIATES FOR THE PRODUCTS OR MAINTENANCE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. FOR MAINTENANCE SERVICES OR A PRODUCT SUBJECT TO RECURRING FEES, THE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID AND/OR OWED (AS APPLICABLE) FOR SUCH MAINTENANCE SERVICE OR PRODUCT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Company’s Affiliates and suppliers shall be beneficiaries of this Section; otherwise, no third party beneficiaries exist under this Agreement.
Protected Data. For purposes of this Section, “Protected Data” means any information or data that is provided by Reseller to Company during this Agreement that alone or together with any other information relates to an identified or identifiable natural person or data considered to be personal data as defined under Privacy Laws, and “Privacy Laws” means any applicable law, statute, directive or regulation regarding privacy, data protection, information security obligations and/or the processing of Protected Data.
Except as permitted herein or to the extent required by Privacy Laws or legal process, Company shall not disclose Protected Data to any third party for any reason. Company shall implement appropriate technical and organizational measures to prevent unauthorized disclosure of or access to Protected Data by third parties, and shall only store and process Protected Data as required to fulfill its obligations under this Agreement and any applicable Orders. Company shall make reasonable efforts to comply with Reseller’s written instructions with respect to the Protected Data; however, Company shall have no liability to Reseller for any breach of this Section resulting from Company’s acts or omissions in accordance with any such instructions. Company shall promptly notify Reseller of any disclosure of or access to the Protected Data by a third party in breach of this Section and shall cooperate with Reseller to reasonably remediate the effects of such disclosure or access. Company further affirms to Reseller that it has adequate agreements in place incorporating the EU standard contractual clauses for the transfer of Protected Data from the European Union (“EU”) to a country outside the EU.
Reseller hereby (i) represents that it has the right to send the Protected Data to Company, (ii) consents for Company to store and use the Protected Data worldwide for the sole purpose of performing its obligations under this Agreement and any applicable Orders, (iii) agrees that the Protected Data may be accessed and used by Company and its Representatives worldwide as may be needed to support Company’s standard business operations, and (iv) agrees that Protected Data consisting of Reseller contact information (e.g., email addresses, names) provided as part of Maintenance Services may be sent to Company’s third party service providers as part of Company’s services improvement processes.