BY ANY
INDEMNIFIED PARTY OF ANY OTHER RIGHTS OR THE SEEKING OF ANY AND ALL OTHER
REMEDIES AGAINST ANY INDEMNIFYING PARTY.
PROVIDER'S INDEMNITY HEREUNDER SHALL NOT EXTEND TO ANY LIABILITIES INCURRED OR
SUFFERED BY CUSTOMER AS A RESULT OF INACCURATE OR INCOMPLETE DATA OR INFORMATION
SUBMITTED TO PROVIDER BY CUSTOMER.
THE LIABILITY OF EACH PARTY (AND THEIR RESPECTIVE AFFILIATES) TO EACH OTHER WITH
RESPECT TO THE INDEMNIFIED MATTERS SHALL BE INCLUDED IN THE CALCULATION OF, AND
LIMITED BY, THE EXCLUDED MATTERS CAP.
13.
LIMITATION OF LIABILITY.
A.
NO SYSTEM LIABILITY.
PROVIDER SHALL HAVE NO LIABILITY TO
CUSTOMER FOR ANY DELAY OF PERFORMANCE OR BREACH OF THIS AGREEMENT TO THE EXTENT
CAUSED BY OR RELATED TO ANY ERRORS IN THE SYSTEM OR THE LACK OF AVAILABILITY TO
PROVIDER OF THE SYSTEM PROVIDED BY CUSTOMER UNDER SECTION 6.A.
B.
LIABILITY FOR SIMPLE BREACH.
THE PARTIES SHALL BE LIABLE TO ONE
ANOTHER FOR FIFTY PERCENT (50%) OF ALL DIRECT DAMAGES RESULTING FROM THEIR
RESPECTIVE BREACHES OF THIS AGREEMENT OR PSA OR NEGLIGENCE IN THE PERFORMANCE OF
THE SERVICES DURING THE INITIAL TERM, PROVIDED, THAT (I) NEITHER PARTY SHALL
HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO AN INDIVIDUAL BREACH OR
NEGLIGENT ACT OR OMISSION UNTIL THE LOSSES RESULTING FROM SUCH MATTER EXCEED
$25,000, AND THEN ONLY TO THE EXTENT THAT SUCH LOSSES EXCEED $25,000, AND (II)
THE PARTIES AND THEIR AFFILIATES' LIABILITY TO EACH OTHER FOR DIRECT DAMAGES FOR
SUCH MATTERS ARISING OUT OF ALL OF THE MOAS DURING THE INITIAL TERM SHALL NOT
EXCEED $5,000,000 IN THE AGGREGATE (THE "SIMPLE BREACH CAP").
C.
LIABILITY FOR EXCLUDED MATTERS.
SUBJECT TO THE EXCLUDED MATTERS
CAP DESCRIBED IN THE FOLLOWING SENTENCE, THE PARTIES SHALL BE LIABLE TO ONE
ANOTHER FOR ONE HUNDRED PERCENT (100%) OF ALL DIRECT DAMAGES RESULTING FROM (I)
A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) PROVIDER'S IMPROPER OR
ILLEGAL USE OR DISCLOSURE OF CONSUMER INFORMATION (INCLUDING, BUT NOT LIMITED
TO, PERSONAL, CREDIT OR MEDICAL INFORMATION) REGARDING ANY CUSTOMER OR POTENTIAL
CUSTOMER OF THE CUSTOMER GROUP, (III) PROVIDER'S BREACH OF ITS AGREEMENT NOT TO
VOLUNTARILY WITHHOLD SERVICES, (IV) A BREACH OF SECTION 0. , OR (V) A PARTY'S
VIOLATION OF LAW (COLLECTIVELY, THE "EXCLUDED MATTERS").
THE PARTIES AND THEIR
AFFILIATES' LIABILITY TO EACH OTHER FOR DIRECT DAMAGES ARISING OUT OF OR
RELATING TO THE EXCLUDED MATTERS AND THEIR RESPECTIVE INDEMNIFICATION
OBLIGATIONS UNDER ARTICLE XII ARISING UNDER ALL OF THE MOAS DURING THE INITIAL
TERM SHALL NOT EXCEED $25,000,000 IN THE AGGREGATE (THE "EXCLUDED MATTERS CAP").
D.
NO LIABILITY FOR ACTS IN ACCORDANCE WITH INSTRUCTIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE AGREEMENT OR ANY
RELATED PSA, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
AFFILIATES WITH RESPECT TO ANY ACT OR OMISSION TAKEN OR NOT TAKEN PURSUANT TO
THE SPECIFIC INSTRUCTION, DIRECTION OR REQUEST, IN WRITING OF SUCH OTHER PARTY
MADE THROUGH ITS AUTHORIZED REPRESENTATIVE.
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14.
PROVIDER EMPLOYEES.
A.
RESPONSIBILITY FOR PROVIDER EMPLOYEES.
PROVIDER SHALL BE
RESPONSIBLE FOR ALL PAYMENTS TO ITS