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TITLE, OR NON -INFRINGEMENT OR ANY WARRANTY ARISING
<br />BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF
<br />PERFORMANCE. CLARO ENTERPRISE SOLUTIONS AND ITS
<br />AFFILIATES DO NOT WARRANT THAT THE SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR -FREE, OR THAT THE SERVICES
<br />WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE
<br />SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
<br />PARTIES.
<br />6.0. LIMITATIONS OF LIABILITY
<br />6.1. CLARO ENTERPRISE SOLUTIONS' AND ITS AFFILIATES'
<br />ENTIRE LIABILITY, AND CUSTOMER'S AND ITS AFFILIATES'
<br />EXCLUSIVE REMEDIES, FOR ANY CLAIMS, DEMANDS, SUITS,
<br />LOSSES, DAMAGES, LIABILITIES, INJURIES, PENALTIES,
<br />COSTS, INTEREST, AND EXPENSES; INCLUDING WITHOUT
<br />LIMITATION, REASONABLE ATTORNEY FEES OR FOR OTHER
<br />CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT,
<br />SHALL BE: (A) FOR BODILY INJURY OR DEATH TO ANY
<br />PERSON NEGLIGENTLY CAUSED BY CLARO ENTERPRISE
<br />SOLUTIONS OR ITS AFFILIATES, PROVEN DIRECT DAMAGES;
<br />OR (B) FOR ANY DAMAGES OTHER THAN THOSE SET FORTH
<br />ABOVE AND NOT OTHERWISE EXCLUDED UNDER THIS
<br />AGREEMENT OR ANY SERVICE ANNEX, PROVEN DIRECT
<br />DAMAGES NOT TO EXCEED PER CLAIM THE LIMITS OF CLARO
<br />ENTERPRISE SOLUTIONS' COMMERCIAL GENERAL LIABILITY
<br />INSURANCE COVERAGE.
<br />6.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
<br />OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
<br />CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL
<br />DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES
<br />FOR LOST PROFITS (EXCEPT FOR CUSTOMER'S PAYMENT
<br />OBLIGATIONS), ADVANTAGES, SAVINGS OR REVENUES OF
<br />ANY KIND OR INCREASED COST OF OPERATIONS, WHETHER
<br />OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGES.
<br />7.0. INDEMNITY,
<br />7.1 The Parties expressly acknowledge that the CUSTOMER'S authority
<br />to indemnify and hold harmless CLARO ENTERPRISE SOLUTIONS is
<br />governed by Article XI, Section 7 of the Texas Constitution, and any
<br />provision that purports to require indemnification by the CUSTOMER is
<br />invalid. Nothing in this Agreement requires that the CUSTOMER incur
<br />debt, assess or collect funds, or create a sinking fund.
<br />7.2. CLARO ENTERPRISE SOLUTIONS shall defend, indemnify and
<br />hold harmless CUSTOMER and its Affiliates, and their respective
<br />directors, officers, shareholders, employees, representatives, agents and
<br />assigns from and against all Damages, whether or not arising out of third -
<br />party claims and regardless of the form of action, whether in contract, tort,
<br />strict liability or otherwise, concerning or relating to (i) violation by
<br />CLARO ENTERPRISE SOLUTIONS of a third party's marks or other
<br />intellectual property rights in connection with its performance hereunder
<br />and (ii) data breaches occasioned by the negligence, willful misconduct or
<br />grossly negligent acts or omissions of CLARO ENTERPRISES
<br />SOLUTIONS or its Affiliates; and/or (ii) any noncompliance, willful
<br />misconduct, grossly negligent acts or omissions by CLARO
<br />ENTERPRISE SOLUTIONS or its Affiliates with any provision of this
<br />Agreement.
<br />8.0. TERMINATION
<br />8.1. Due to CLARO ENTERPRISE SOLUTIONS' breach. If CLARO
<br />ENTERPRISE SOLUTIONS fails to perform or observe any material
<br />term or condition of this Agreement and the failure continues unremedied
<br />for thirty (30) days after written notice by CUSTOMER, CUSTOMER
<br />may thereafter terminate the affected Service upon written notice to
<br />CLARO ENTERPRISE SOLUTIONS. A termination in accordance with
<br />this Section 8.1. shall not generate any early termination liabilities for
<br />CUSTOMER.
<br />8.2. Due to CUSTOMER's breach. If (a) CUSTOMER and/or its
<br />Affiliates fail to pay any Charge when due and such failure continues
<br />unremedied for thirty (30) calendar days after written notice by CLARO
<br />ENTERPRISE SOLUTIONS, or (b) CUSTOMER and/or its Affiliates fail
<br />to perform or observe any other material term or condition of this
<br />Agreement and the failure continues for thirty (30) days after written
<br />notice, CLARO ENTERPRISE SOLUTIONS may, at its option, suspend
<br />or terminate the affected Service and/or this Agreement immediately
<br />thereafter upon written notice to CUSTOMER. If CLARO ENTERPRISE
<br />SOLUTIONS opts to terminate the Service due to CUSTOMER's uncured
<br />breach, CUSTOMER agrees and acknowledges that CLARO
<br />ENTERPRISE SOLUTIONS shall bill CUSTOMER for the affected
<br />Service(s) as follows for any such termination (a) during the first 12
<br />months of the Initial Period of a Service, one -hundred percent (100%) of
<br />the remaining MRC in those first twelve (12) months; or (b) during months
<br />13-24 of the Initial Period of a Service, one -hundred percent (100%) of
<br />the remaining MRC through the end of month 24; or (c) during months
<br />twenty five (25) through thirty six (36) of the Initial Period, one -hundred
<br />percent (100%) of the remainder of that twelve (12) month period; or (d)
<br />if CUSTOMER terminates during any Renewal Period, CLARO
<br />ENTERPRISE SOLUTIONS will bill and CUSTOMER agrees to pay
<br />(100%) of the remainder of such Renewal Period . Where CLARO
<br />ENTERPRISE SOLUTIONS and/or its Affiliates do not provide the
<br />services directly, third party charges will be billed at One Hundred Percent
<br />(100%) of the actual costs and liabilities incurred by CLARO
<br />ENTERPRISE SOLUTIONS on behalf of CUSTOMER.
<br />8.3. Due to CUSTOMER's convenience. If CUSTOMER elects to
<br />terminate (a) certain Service(s); or (b) the Agreement in its entirety for its
<br />convenience at any time after Order Acceptance (of each affected
<br />Service), then unless explicitly agreed upon in writing between CLARO
<br />ENTERPRISE SOLUTIONS and CUSTOMER, CLARO ENTERPRISE
<br />SOLUTIONS will bill CUSTOMER early termination fees as described
<br />in the respective Service Annex. If no early termination fees are described
<br />in the respective Service Annex, then they shall be billed at One Hundred
<br />Percent (100%) of the remainder of the then -current term. Where CLARO
<br />ENTERPRISE SOLUTIONS and/or its Affiliates do not provide the
<br />Services directly, third party charges will be billed at One Hundred
<br />Percent (100%) of the actual costs and liabilities incurred by CLARO
<br />ENTERPRISE SOLUTIONS on behalf of CUSTOMER
<br />8.4. Due to insolvency of a Party; Bankruptcy. hi the event that any of
<br />the Parties becomes insolvent or is involved in a liquidation or termination
<br />of its business, files a bankruptcy petition, has an involuntary bankruptcy
<br />petition filed against it (if not dismissed within thirty (30) days of filing),
<br />becomes adjudicated bankrupt, or becomes involved in an assignment for
<br />the benefit of its creditors, the other Party may terminate any Service or
<br />this entire Agreement upon written notice to the affected Party.
<br />8.5. Of a particular Service upon its natural expiration date
<br />Unless otherwise specified in a Service Annex or in another writing signed
<br />by each of the Parties, either Party may terminate a Service without
<br />liability at the expiration of the Service's Minimum Period or Renewal
<br />Period, as the case may be, provided the terminating Party provides
<br />written notice to the other Party of its intent not to renew the Service at
<br />least forty-five (45) days' prior to the expiration of the Minimum Period
<br />or Renewal Period of the Service, as the case may be. For the avoidance
<br />of doubt, reference here is made to a respective individual Service, not
<br />termination of a Service Annex in general.
<br />9.0. FORCE MAJEURE
<br />Neither Party shall be liable for any delay, failure in performance, loss or
<br />damage due to: fire, explosion, power blackout, earthquake, hurricane,
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