Common use of Additional Protections Clause in Contracts

Additional Protections. (a) MID SHALL NOT BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESS, DAMAGE, LOSS OR INTRUSION TO CLIENT DATA, NOR SHALL MID BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESS, DAMAGE, LOSS OR INTRUSION TO ANY DATA OF CLIENT’S CLIENT, ANY DATA OF ANY ENTITY OR PERSON SERVICED BY CLIENT, AND/OR ANY ENTITY OR PERSON TO WHOM CLIENT OTHERWISE OWES A DUTY OF CARE, WHETHER SUCH DUTY OF CARE ARISES PURSUANT TO CONTRACT OR AS A MATTER OF APPLICABLE LAW. CLIENT SHALL BE SOLELY RESPONSIBLE FOR DETERMINING WHAT APPLICABLE COMPLIANCE STANDARDS, IF ANY, IT MUST OR SHOULD ADHERE TO OR MAINTAIN FOR ITSELF, ITS CLIENTS, CLIENTS OR OTHER THIRD PARTIES CONCERNING DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION FOR ANYONE TO WHOM CLIENT IS RESPONSIBLE AND/OR OTHERWISE OWES A DUTY OF CARE CONCERNING SUCH DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION. (b) Client fully and forever Releases and discharges MID and all of its respective affiliates, directors, officers, shareholders, employees, agents, and insurers, from any and all injuries, losses, damages, claims (including negligence claims), demands, lawsuits, expenses, and any other liability of any kind, of or to Client, its property, Client’s customers, employees, suppliers or any other person, directly or indirectly arising out of or in connection with services provided by third party vendors, including, but not limited to, the following third party vendor services: (i) Cloud data storage and applications as set forth in the IaaS and DaaS (such as Azure, 365, GreenCloud, Etc) (ii) BDR (iii) Cybersecurity enhancements

Additional Protections. (a) MID SHALL NOT BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESSa. MSP shall not be liable for any unlawful or unauthorized access, DAMAGEdamage, LOSS OR INTRUSION TO CLIENT DATAloss or intrusion to Client Data, NOR SHALL MID BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESSnor shall MSP be liable for any unlawful or unauthorized access, DAMAGEdamage, LOSS OR INTRUSION TO ANY DATA OF CLIENT’S CLIENTloss or intrusion to any data of Client’s Client, ANY DATA OF ANY ENTITY OR PERSON SERVICED BY CLIENTany data of any entity or person serviced by Client, AND/OR ANY ENTITY OR PERSON TO WHOM CLIENT OTHERWISE OWES A DUTY OF CAREand/or any entity or person to whom Client otherwise owes a duty of care, WHETHER SUCH DUTY OF CARE ARISES PURSUANT TO CONTRACT OR AS A MATTER OF APPLICABLE LAWwhether such duty of care arises pursuant to contract or as a matter of applicable law. CLIENT SHALL BE SOLELY RESPONSIBLE FOR DETERMINING WHAT APPLICABLE COMPLIANCE STANDARDS, IF ANY, IT MUST OR SHOULD ADHERE TO OR MAINTAIN FOR ITSELF, ITS CLIENTS, CLIENTS OR OTHER THIRD PARTIES CONCERNING DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION FOR ANYONE TO WHOM CLIENT IS RESPONSIBLE AND/OR OTHERWISE OWES A DUTY OF CARE CONCERNING SUCH DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION. (b) b. Client fully and forever Releases and discharges MID MSP and all of its respective affiliates, directors, officers, shareholders, employees, agents, and insurers, from any and all injuries, losses, damages, claims (including negligence claims), demands, lawsuits, expenses, and any other liability of any kind, of or to Client, its property, Client’s customers, employees, suppliers or any other person, directly or indirectly arising out of or in connection with services provided by third party vendors, including, but not limited to, the following third party vendor services: (i) : ▪ Cloud data storage and applications as set forth in the IaaS and DaaS (such as AzureCrayon Software Experts, 365LLC) ▪ BDR ▪ Cybersecurity enhancements ▪ Identification programs (such as ID 20/20). Further, GreenCloudClient will defend, Etcindemnify, hold harmless, and reimburse MSP from and for all damages, losses, costs, or expenses (including legal fees) incurred by the MSP or paid by them to any person (iiincluding Client or its respective insurers) BDR in respect of any liability resulting from services provided by third party vendors. In addition, Client will not initiate any claim, lawsuit, court action, or other legal proceeding or demand against MSP, nor join or assist in the prosecution of any claim for money or other damages which anyone may have, on account of injuries, losses, or damages sustained by Client, its customers, employees or suppliers, other parties, or any such person’s property in connection with any services provided by third party vendors. c. MSP shall not be liable for any inability of the MSP, Client or Client's Clients to access, maintain, recover or restore any of Client's data, including (iiibut not limited to) Cybersecurity enhancementsany inability as a result of force majeure, acts of God and nature, war, terrorism, bankruptcy, insolvency or shutdown of any business of Client, Client's Client, Client's vendors, or MSP's vendor or vendors, channel partners, licensees or licensors, VOIP service providers, or agents, except as otherwise required by law. For purposes of this section, "vendor" or "vendors" includes, but is not limited to, vendors storing Client's Data or Client's Client data in the “cloud”, such as offsite storage facilities. d. In the event of the insolvency, liquidation, or restructuring of the Client, Client agrees for any continuation of Product that the MSP may provide in its sole discretion, that MSP shall be considered, for purposes of applicable state and federal law, including federal bankruptcy law, as a “critical vendor,” and Client shall be paid immediately for any outstanding pre-filing Invoices that are outstanding. Additionally, in the event of the insolvency, liquidation, or restructuring of the Client, Client shall waive any and all rights to bring any avoidance action, actions for clawback of amounts paid/transfers made, actions for preferential transfer/treatment, and actions for fraudulent transfer, whether such actions arise under state or federal law, including (but not limited to) federal bankruptcy law. e. Each and every payment under this MCA shall be considered (and is hereby acknowledged by the parties as) a contemporaneous exchange for new value.

Additional Protections. (a) a. MID SHALL NOT BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESS, DAMAGE, LOSS OR INTRUSION TO CLIENT DATA, NOR SHALL MID BE LIABLE FOR ANY UNLAWFUL OR UNAUTHORIZED ACCESS, DAMAGE, LOSS OR INTRUSION TO ANY DATA OF CLIENT’S CLIENT, ANY DATA OF ANY ENTITY OR PERSON SERVICED PERSONSERVICED BY CLIENT, AND/OR ANY ENTITY OR PERSON TO PERSONTO WHOM CLIENT OTHERWISE OWES A DUTY OF CARE, WHETHER SUCH DUTY OF CARE ARISES PURSUANT TO CONTRACT OR AS A MATTER OF APPLICABLE LAW. CLIENT LAW.CLIENT SHALL BE SOLELY RESPONSIBLE FOR DETERMINING WHAT APPLICABLE COMPLIANCE STANDARDS, IF ANY, IT MUST OR SHOULD ADHERE TO OR MAINTAIN FOR ITSELF, ITS CLIENTS, CLIENTS OR OTHER THIRD PARTIES CONCERNING DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION FOR ANYONE TO WHOM CLIENT IS RESPONSIBLE AND/OR OTHERWISE OWES A OWESA DUTY OF CARE CONCERNING SUCH DATA COMPLIANCE, STORAGE, BACKUP, RETENTION AND RESTORATION. (b) b. Client fully and forever Releases and discharges MID and all of its respective affiliates, directors, officers, shareholders, employees, agents, and insurers, from any and all injuries, losses, damages, claims (including negligence claims), demands, lawsuits, expenses, and any other liability of any kind, of or to Client, its property, Client’s customers, employees, suppliers or any other person, directly or indirectly arising out of or in connection with services provided by third party vendors, c. MID shall not be liable for any inability of the MID, includingClient or Client's Clients to access, maintain, recover or restore any of Client's data, including (but not limited to)any inability as a result of force majeure, acts of God and nature, war, terrorism, bankruptcy, insolvency or shutdown of any business of Client, Client's Client, Client's vendors, or MID's vendor or vendors, channel partners, licensees or licensors, VOIP service providers, or agents, except as otherwise required by law. For purposes of this section, "vendor" or "vendors" includes, but is not limited to, vendors storing Client's Data or Client's Client data in the “cloud”, such as offsite storage facilities. d. In the event of the insolvency, liquidation, or restructuring of the Client, Client agrees for any continuation of Product that the MID may provide in its sole discretion, that MID shall be considered, for purposes of applicable state and federal law, including federal bankruptcy law, as a “critical vendor,” and Client shall be paid immediately for any outstanding pre-filing Invoices that are outstanding. Additionally, in the event of the insolvency, liquidation, or restructuring of the Client, Client shall waive any and all rights to bring any avoidance action, actions for clawback of amounts paid/transfers made, actions for preferential transfer/treatment, and actions for fraudulent transfer, whether such actions arise under state or federal law, including (but not limited to, ) federal bankruptcy law. e. Each and every payment under this MCA shall be considered (and is hereby acknowledged by the following third party vendor services: (iparties as) Cloud data storage and applications as set forth in the IaaS and DaaS (such as Azure, 365, GreenCloud, Etc) (ii) BDR (iii) Cybersecurity enhancementsa contemporaneous exchange for new value.