TERMS OF USE

The Effective Date shall be the Effective Date written on the Fee Agreement.

Upon signing this agreement, the Licensee agrees to the payments listed in the FEE AGREEMENT and the following payment schedule: All invoices will be due on the 25th of each month (if the 25th of the month falls on a weekend or Banking Holiday, the due date shall be the following Business Day).

The initial term of this agreement shall be 12 months from the Effective Date, unless otherwise agreed upon in writing in this agreement.

This agreement shall be renewable at the end of the current term for a successive 12 month term unless either party gives a written notice of its intention not to renew thirty (30) days before expiration of the current term.

In the event that either party believes that the other has materially breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the thirty (30) days, the non-breaching party shall have the right to terminate the Agreement without further notice.

Upon Termination of this Agreement access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Copies of Licensed materials must be destroyed by Licensee or Authorized Users and may no longer be used.

In the event of early termination by Licensor permitted by this Agreement, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination. In the event of early termination by Licensee, Licensee shall be entitled to a refund of one-half (1/2) of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination.

The Licensor will provide periodic updates of the software to the Licensee.

The Licensor will supply telephone and /or remote access support to the Licensee during the Licensor’s Normal Business Hours to a designated individual at the Licensee’s site. Details of support offering are detailed in the Licensor’s SUPPORT

The Licensor is committed to ensuring the security of the Licensee’s personal and/or confidential information and to prevent unauthorized access or disclosure of such information. The Licensor agrees to use any such information for software support and maintenance only.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE RISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding any damages that Licensee might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of the Licensor under any provision of this EULA and Licensee’s exclusive remedy hereunder shall be limited to the greater of the actual damages Licensee incurs in reasonable reliance on the Licensed Product(s) up to the amount actually paid by Licensee for the Licensed Product(s). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

THE LICENSED PRODUCTS ARE PROVIDED TO LICENSEE ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. LICENSOR HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.