These Professional Services Terms and Conditions (“Terms”) together with the terms of a Quote, Statement of Work, or similar ordering document that includes a reference to these Terms (collectively, “SOW”) constitute a legally-binding professional services agreement (collectively, “Agreement”) by and between SignalWire, Inc. (“SignalWire”) and the entity accepting or executing a SOW or receiving the Services, as the case may be (“Client”). All capitalized terms used herein shall have the respective meanings ascribed to them in these Terms or the SOW, as applicable. These Terms shall be deemed incorporated by reference into the SOW, provided that if any provision of the SOW conflicts with any provision of these Terms, the provision of the SOW shall prevail to the extent of the conflict, provided that the conflicting SOW provision expressly references the relevant section of the Terms. Client and SignalWire hereby acknowledge and agree as follows:
NEITHER PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS SOW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY.