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45. Limitation of Liability <br />a) Except with respect to claims pursuant to Section 39.b. below, Contractor's total <br />liability under this Agreement and Lead State, Participating Entity or Purchasing Entity's <br />sole and exclusive remedy for any claim of any type whatsoever, arising out of Product <br />or Service provided hereunder, shall be limited to proven direct damages caused by <br />Contractor's sole negligence in an amount not to exceed the greater of (i) $3,000,000,; <br />or (ii) the price paid to Contractor for the specific Service (calculated on an annual <br />basis, when applicable) or Product from which such claim arises, for damage of any <br />type not identified in (i) above or otherwise excluded hereunder. The limitation of <br />liability does not apply to Contractor's obligation to indemnify for death or injury to <br />Person(s) as identified in Section 39.a. <br />b) Except with respect to claims regarding violation of Contractor's intellectual property <br />rights, neither lead State, Participating Entity, Purchasing Entity nor Contractor shall <br />have liability for any special, consequential, exemplary, incidental, or indirect damages <br />(including, but not limited to, loss of profits, revenues, data and/or use), even if advised <br />of the possibility thereof. <br />46. Entire Agreement: This Master Agreement, along with any attachment, contains <br />the entire understanding of the parties hereto with respect to the Master Agreement <br />unless a term is modified in a Participating Addendum with a Participating Entity. No <br />click -through, or other end user terms and conditions or agreements required by the <br />Contractor ("Additional Terms") provided with any Services hereunder shall be binding <br />on Participating Entities or Purchasing Entities, even if use of such Services requires an <br />affirmative "acceptance" of those Additional Terms before access is permitted, except <br />for those EULA terms which are attached to and incorporated and made part of this <br />Agreement, and/or which are later agreed by the parties in a mutually executed <br />amendment to this Agreement. Contractor may make changes in its operations and <br />Policies and will provide notification of such changes. <br />47. Adding Products: During the term of the Master Agreement, changes to the <br />products and services offered may occur, subject to Lead State approval. The <br />Contractor shall evaluate and recommend products and services consistent with its <br />awarded Master Agreement to be added to the product and services offerings available <br />through the Master Agreement. <br />The ability to add new equipment and services is for the convenience and benefit of <br />NASPO, the Participating States, and all Purchasing Entities. The intent of this process <br />is to promote "one -stop shopping" and convenience for the customers and equally <br />important, to make the contract flexible in keeping up with rapid technological advances. <br />The option to add new product or service categories and items will expedite the delivery <br />and implementation of new technology solutions for the benefit of the Purchasing <br />Entities. <br />After the contracts are awarded, additional IT product categories and/or items may be <br />added per the request of the Contractor, a Participating State, a Purchasing Entity or <br />NASPO. Additions may be ad hoc and temporary in nature or permanent. All additions <br />to an awarded Contractor or Manufacturer's offerings must be products, services, <br />Attachment A: Page 27 of 31 <br />