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DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 <br />SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF <br />SUCH DAMAGES OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF <br />THE CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12 <br />MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH <br />LIABILITY. <br />10.ENTIRE AGREEMENT <br />. The parties agree that this Agreement, as supplemented by the <br />Terms,is the complete and exclusive statement of the agreement between Licensorand Licensee, <br />which supersedes any proposal, prior agreement, or license, oral or written, and any other <br />communications relating to the subject matter of this Agreement. If any term of this Agreement <br />shall be found invalid, the term shall be modified or omitted to the extent necessary, and the <br />remainder of this Agreement shall continue in full effect. <br />11.INDEPENDENT CONTRACTOR <br />. The parties are independent contractors and nothing <br />contained herein shall be construed to create any other relationship between the parties. Nothing in <br />this Agreement shall be construed to constitute either party as the agent of the other party for any <br />purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or <br />the performance of any other obligation, or represent to any third party that it has the right to enter <br />into any binding obligation on the other party’s behalf. Furthermore, nothing in this Agreement <br />shall be construed so as to obligate either party to enter into a further agreement. <br />12.ADDITIONAL TERMS <br />. The waiver by either party of a breach of any provision of this <br />Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) <br />of this Agreement. Neither party shall be liable for delays or failures of performance resulting from <br />causes beyond its reasonable control.The invalidity or unenforceability of any provision of this <br />Agreement shall not affect the validity or enforceability of any other provision. This Agreement <br />may be executed in several counterparts, each of which shall be deemed to be an original and all of <br />which shall constitute but one and the same instrument.All notices or other communications to a <br />party which are required or permitted pursuant to this Agreement shall be in writing to the address <br />set forth for such party in the introduction to this Agreement. Any such notice shall be deemed <br />sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return <br />receipt requested, or if delivered by any other means upon which the parties shall mutually agree. <br />Any party may change the address to which notice is to be given by notice given in the manner set <br />forth above. <br />[Signature Page Follows] <br />-5- <br />Confidential <br /> <br />