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Section 5.1 Customer Representations and Warranties.
<br />Customer represents, warrants and covenants, as of the signature dates and continuing throughout the Agreement Term,
<br />that Customer: (a) is not engaged In any resale or rebilling of the Services under this Agreement and that the use of the
<br />Services are for its own exclusive use; and (b) will strictly adhere to Customers responsibilities as defined in the Network
<br />Service Schedule.
<br />Section 5.2 Disclaimer of Warranties.
<br />Customer assumes total responsibility for use of the Services and applicable equipment. Any Services performed under this
<br />Agreement are on an as is basis without warranty, US Signal has no responsibility for the security, loss, intrusion or
<br />unauthorized access of stored data or any loss or damage caused by any action, omission or failure to comply with the terns
<br />of this Agreement by Customer, US SIGNAL MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR
<br />ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
<br />WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO
<br />ANY SERVICE OR EQUIPMENT PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER,
<br />ALL OF WHICH WARRANTIES BY US SIGNAL ARE HEREBY EXCLUDED AND DISCLAIMED.
<br />Section 5.3 Indemnification.
<br />Each party shall indemnify and hold harmless the other party including its officers, directors, agents and employees, from
<br />and against any and all claims, demands, causes of action, losses, damages, costs and expenses, including attorney fees
<br />(collectively, hereinafter "Claims") arising out of or in any manner relating to; (a) breach of this Agreement; (b) violation of
<br />any law; (c) any Claim for withholding or other takes that might arise or be imposed due to this Agreement or the
<br />performance hereof; (d) damage to property or personal injury (including death) arising out of the gross negligence or willful
<br />acts or omissions of a party; or (a) Claims by a third party arising out of or related to the provision, use or misuse of any
<br />Service,
<br />Section SA Limitation of Liability.
<br />NEITHER US SIGNAL NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, OR SUPPLIERS SHALL
<br />BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
<br />(INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY)
<br />ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER
<br />WHATEVER THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE),
<br />EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, US Signal's liability for all
<br />claims of any kind arising out of or related to this Agreement, whether based on contract, tort, including, without limitation,
<br />strict liability and negligence, warranty or on other legal or equitable principles shall be limited to strict money damages and
<br />shall not exceed the amount of fees paid by Customer for the Services under the applicable OFS during the 12-month period
<br />immediately preceding the event giving rise to the claim for damages,
<br />ARTICLE 6
<br />OPERATIONS REQUIREMENTS
<br />Section 6.1 Outage.
<br />Outage means the measure of time that Customer's Services do not meet the applicable service metrics for a Service as
<br />defined in the Network Service Exhibit ("Outage"),
<br />Section 6.2 Planned Maintenance or Repair.
<br />Planned Maintenance or Repair Includes, but is not limited to software upgrades and repairs, equipment upgrades and
<br />repairs, power upgrades and repairs, Customer acknowledges that US Signal may need to perform Planned Maintenance or
<br />Repair and such maintenance or repair is not considered an Outage.
<br />ARTICLE 7
<br />Proprietary & Confidential Page 5 of 7 City of South Bend - Winter Works 110218 - R
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