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be considered a Force Majeure Event.
<br />(g) Governing Law; Claims Limitation; Waiver of Jury Trial. The law of the state of California shall govern the construction,
<br />interpretation, and performance of this Service Agreement, except that any conflicts -of -law principles of such state that would
<br />result in the application of the law of another jurisdiction shall be disregarded. Any legal action brought under or in connection
<br />with the subject matter of the Service Agreement shall be brought only in the United States District Court for the Central
<br />District of California or, if such court would not have jurisdiction over the matter, then only in a California state court sitting in
<br />Orange County, California.
<br />Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in
<br />connection with the subject matter of the Service Agreement in any other court or forum.
<br />Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject
<br />matter of the Service Agreement in the Federal or state courts sitting in Orange County, California, and agrees not to plead or
<br />claim in such courts that any such action has been brought in an inconvenient forum.
<br />Except as otherwise specified in Section 7(e), any claim that Customer wishes to assert under the Service Agreement must be
<br />initiated not later than one (1) year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF
<br />OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE
<br />PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND
<br />SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY.
<br />(h) No Third -Party Beneficiaries. The terms of this Service Agreement and the Parties' respective performance of
<br />obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the
<br />consideration provided by each Party hereunder only runs to the respective Parties, and no person or entity not a Party to this
<br />Service Agreement shall have any rights hereunder nor the right to require performance of obligations by either of the Parties.
<br />(i) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service
<br />Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be
<br />legally binding on Spectrum, any waiver must be in writing.
<br />(j) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under
<br />this Service Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies
<br />available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does
<br />not preclude the exercise of any other rights or remedies.
<br />(k) Insurance Requirements.
<br />Spectrum shall procure and maintain for the duration of the Service Agreement insurance against claims for security
<br />breaches, system failures, injuries to persons, damages to software, and damages to property (including computer
<br />equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and
<br />breach of data, which may arise from or in connection with the performance of the work hereunder by Company, its
<br />agents, representatives, or employees.
<br />Spectrum may look to its insurance coverage to satisfy any of its obligations under the Service Agreement.
<br />MINIMUM SCOPE AND LIMIT OF INSURANCE
<br />Coverage shall be at least as broad as:
<br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
<br />basis, including products and completed operations, property damage, bodily injury and personal & advertising
<br />injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate.
<br />Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to Spectrum's profession
<br />and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall
<br />be sufficiently broad to respond to the duties and obligations as is undertaken by Spectrum in this agreement and
<br />shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic
<br />information, and alteration of electronic information. The policy shall provide coverage for Spectrum's failure to
<br />provide professional services and/or products under this Service Agreement. The Policy shall include, or be
<br />endorsed to include damage to, alteration of, loss of, or destruction of electronic data and/or information
<br />"property" of Customer in the care, custody, or control of Spectrum.
<br />Enterprise Terms of Service v 240607 CONFIDENTIAL Page 13 of 15
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