24.1 Notwithstanding anything else to the contrary in this MSA, Client will defend and handle at its own expenses, indemnify and hold harmless MITTO, parent companies, subsidiaries and Affiliates, their respective officers, directors, employees and agents, subcontractors, suppliers (each, an “Indemnified Party”) from and against any and all claims, demands, actions, damages, costs and expenses (including attorney fees), or liability of whatever nature incurred or to be incurred by an Indemnified Party arising out of or relating to (i) Client’s use of the Services other than as expressly authorized in this MSA, the Documentation and the respective Service Addendum, (ii) Client’s infringement of any third party Intellectual Property Rights in using the Services, (iii) any breach of Client’s obligations under this Agreement, (iv) any claims arising from Information, data, or messages transmitted by Client using the Services, including, but not limited to, claims for libel, slander, infringement of copyright, and invasion of privacy or alteration of private records or data.
24.2 MITTO agrees to promptly notify the Client of any such third party claim, to permit the Client to control the defense and/or settlement of such claim and to assist the Client, at its sole expense and reasonable request, in the defense and/or settlement of any such claim. The Client agrees that MITTO shall have the right to additionally participate, at MITTO expense, in the defense of any such claim through counsel of its own choice.
24.3 “IN NO EVENT SHALL MITTO BE LIABLE TO THE CLIENT FOR ANY LOSS OF USE, LOSSES DUE TO FORCE MAJEURE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF CUSTOMERS, LOST PROFITS, LOST REVENUES OR ANTICIPATED SAVINGS OR EARNINGS, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF MITTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SERVICES, OR THE PERFORMANCE OR FAILURE TO PERFORM BY MITTO OF ANY PROVISION OF THIS MSA, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OF MITTO, ITS AFFILIATES, EMPLOYEES OR AGENTS.
24.4 To the extent that MITTO is liable, its maximum total liability is limited to the total amount of paid fees by the Client in the last twelve (12) months under this MSA. This limitation of liability does not apply to the liability for death or personal injury.
24.5 No liability is assumed for the Services being suitable for the purposes of the Client and for it working together with the Client’s existing soft- and hardware or any other infrastructure.
24.6 The liability of MITTO is excluded in the case of non-contractual use by the Client.”
24.7 Neither MITTO nor its representatives, Affiliates or employees will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold MITTO harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services, as defined in article 11.1. MITTO’s outbound communication Services should not be used for contacting emergency services, unless the Service is expressly approved for such purpose and the Client and MITTO have entered in a separate agreement in connection with the use of such approved Service.