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handling thereof, provided that each indemnitee shall have the right to participate in the defense <br />of any claim at its own cost and expense. <br />13.Limitation of Liability. <br />13.1 Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY <br />FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR PUNITIVE <br />DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. <br />13.2 Cap on Monetary Limit. NEITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR <br />ANY DAMAGES OF ANY KIND SHALL EXCEED THE FEES PAID OR PAYABLE BY CLIENT IN <br />THE 12-MONTH PERIOD PRIOR TO THE DATE THE CIRCUMSTANCE GIVING RISE TO THE <br />CLAIM FIRST AROSE <br />14.Force Majeure. <br />14.1 No Breach or Default. In no event will Company be liable or responsible to Client, or be <br />deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling <br />or performing any term of this Agreement, when and to the extent such failure or delay is caused <br />by any circumstances beyond Company’s reasonable control (a “Force Majeure Event”), including <br />acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, <br />pandemic, embargoes or blockades in effect on or after the date of this Agreement, national or <br />regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, <br />passage of Law or any action taken by a governmental or public authority, including imposing an <br />embargo, export or import restriction, quota or other restriction or prohibition or any complete or <br />partial government shutdown, or national or regional shortage of adequate power or <br />telecommunications or transportation. Either party may terminate this Agreement if a Force <br />Majeure Event continues substantially uninterrupted for a period of 30 days or more. <br />14.2 Affected Party Obligations. In the event of any failure or delay caused by a Force <br />Majeure Event, Company shall give prompt written notice to Client stating the period of time the <br />occurrence is expected to continue and use commercially reasonable efforts to end the failure or <br />delay and minimize the effects of such Force Majeure Event. <br />15.Relationship of the Parties. The relationship between the parties is that of independent <br />contractors. Nothing contained in this Agreement shall be construed as creating any agency, <br />partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship <br />between the parties, and neither party shall have authority to contract for or bind the other party <br />in any manner whatsoever. <br />16.Notices. All notices, demands, or other communication desired to be given under this <br />Agreement shall be in writing and delivered personally or mailed by certified mail, postage <br />prepaid, addressed to the Parties at the addresses set forth above. <br />17.Successors, Assigns, and Beneficiaries