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Services Addendum to Terms and Conditions <br /> Rev. February 13, 2020 <br />Page | 2 <br />2. Software Updates and Maintenance Releases. <br />From time to time, Licensor may release Software Updates and/or <br />Maintenance Releases. Licensee has the opportunity to receive any <br />Software Updates and Maintenance Releases in accordance with <br />Section 3.2 of the End User License Addendum and under the terms <br />and conditions of this Section 2. <br />(a) Maintenance Releases shall be provided at no charge to the <br />Licensee. Licensee will install or assist Licensor with all Maintenance <br />Releases as soon as practicable after receipt. <br />(b) Software Updates shall be provided to the Licensee for a fee. <br />Licensor shall have no obligation to demonstrate the Software Updates <br />to the Licensee prior to the release. Licensee will install or assist <br />Licensor with all Software Updates as soon as practicable after receipt. <br />(c) Licensor shall provide Licensee notice of the availability of the <br />Software Update and request Licensee’s permission to provide the <br />Software Updates to Licensee’s computer systems on which the <br />Licensed Software is installed via a push service. <br />(d) With respect to the Licensed Software, should Licensee decline to <br />receive the Software Updates, Licensor may, but is not required to, <br />provide the Support Services described in Section 1(a) of this <br />Addendum to the previous version or un-updated version of the <br />Licensed Software installed on the Licensee’s computer system. Also, <br />should Licensee decline to receive the Software Updates, any <br />warranties regarding the operability of the Licensed Software shall <br />expressly be waived, and Licensor shall not be responsible for any <br />consequences arising from Licensee’s decision to not receive the <br />Software Updates. <br />3. Term. The term of this Agreement shall be as set forth in the <br />Contract. <br />4.Limited Warranty and Liability. <br />(a)Licensor warrants that the Support Services will be <br />provided materially in conformance with the terms of this Addendum. <br />As the sole and exclusive remedy of Licensee for any proper warranty <br />claim, Licensor shall correct the nonconformity in such time and in such <br />manner as is reasonable in light of the nonconformity. <br />(b)EXCEPT FOR THE FOREGOING, LICENSOR DOES <br />NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESSED <br />OR IMPLIED, REGARDING THE PERFORMANCE OF THE <br />SOFTWARE OR THE SUPPORT SERVICES PROVIDED UNDER <br />THIS ADDENDUM. LICENSEE AGREES THAT LICENSOR HAS NOT <br />WARRANTED THAT IT WILL AT ANY POINT RECOVER ANY DATA <br />OR OTHER INFORMATION CONTAINED IN THE SOFTWARE. <br />LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, <br />LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST <br />OF RECOVERY OR ANY INDIRECT, SPECIAL, INCIDENTAL, <br />EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY <br />KIND IN CONNECTION WITH OR ARISING OUT OF THE <br />FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR <br />SUPPORT SERVICES PERFORMED HEREUNDER, WHETHER <br />ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, <br />INCLUDING NEGLIGENCE EVEN IF ADVISED OF THE POSSIBILITY <br />OF SUCH DAMAGES. SUBJECT TO THE FOREGOING AND <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY <br />ELSEWHERE CONTAINED, IN NO EVENT SHALL THE MAXIMUM <br />AGGREGATE LIABILITY OF LICENSOR IN CONNECTION WITH <br />THIS AGREEMENT EXCEED THE ANNUAL SUPPORT FEES PAID <br />BY LICENSEE, PRO-RATED FOR THE REMAINING APPLICABLE <br />SUPPORT SERVICES TERM AS OF THE DATE ANY CLAIM <br />HEREUNDER ARISES. <br />(c) Neither party shall be in default or otherwise liable for any <br />delay in or failure of its performance under this License if such delay or <br />failure arises by any reasons beyond its reasonable control, including <br />any act of God, any acts of the common enemy, the elements, <br />earthquakes, floods, fires, epidemics, riots, failures or delay in <br />transportation or communications or utilities (any such event, a “Force <br />Majeure Event”); provided, however, that lack of funds shall not be <br />deemed to be a reason beyond a Party’s reasonable control.