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<br />00631494-4 5 Crisis Track License and Service Agreement
<br />12. LIMITATION OF LIABILITY
<br />TO THE EXTENT PERMITTED BY LAW AND WITHOUT WAIVER OF SOVEREIGN IMMUNITY, IN NO
<br />EVENT: a) WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED
<br />ONE YEAR OF FEES ACTUALLY PAID BY YOU AND (b) WILL WE BE LIABLE FOR ANY
<br />CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES,
<br />INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR
<br />PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE)
<br />OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
<br />WHETHER OR NOT GEOPLIANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF
<br />APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 12, OUR
<br />LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
<br />13. TERM AND TERMINATION
<br />a) Term. This Agreement shall commence on the Effective Date and, unless otherwise agreed to in the
<br />Quote and shall continue thereafter for a period of 12 months (the “Term"), unless terminated earlier
<br />pursuant to any of the provisions of this Agreement. Upon expiration of the Initial Term, this Agreement
<br />shall automatically renew for additional successive 12 month terms, or for such shorter period as may
<br />result from termination pursuant to an express provision hereof, unless either Party provides written
<br />notice of nonrenewal at least 30 days prior to the end of the then-current term (each a "Renewal Term"
<br />and together with the Initial Term, the "Term"). If the Term is renewed for any Renewal Term(s)
<br />pursuant to this Section 13, the terms and conditions of this Agreement during each such Renewal
<br />Term shall be the same as the terms in effect immediately prior to such renewal, subject to any change
<br />in the amount of license fees payable hereunder by the Customer during the applicable Renewal Term
<br />as set forth in Section 6. In the event either Party provides timely notice of its intent not to renew this
<br />Agreement, then, unless otherwise terminated in accordance with its terms, this Agreement shall
<br />terminate on the expiration of the then-current Term.
<br />b) Termination. This Agreement may be terminated prior to the expiration of the Term on written notice:
<br />(i) by Geopliant, if the Customer fails to pay any amount when due hereunder and such failure
<br />continues for five (5) business days after the Customer's receipt of written notice of nonpayment;
<br />(ii) by either party, if the other party commits a material breach of any provision of this Agreement
<br />and either the breach cannot be cured or, if the breach can be cured, it is not cured by the
<br />breaching party within fifteen (15) days after the receipt of written notice of such breach.
<br />c) Effect of Termination. The expiration or termination of this Agreement, for any reason, shall not release
<br />either Party from any liability to the other Party, including any payment obligation, that has already
<br />accrued hereunder. On the expiration or termination of this Agreement, for any reason, the Customer
<br />shall immediately discontinue use of the Licensed Software.
<br />Customer, in its sole discretion, may also terminate this Agreement for any reason by providing
<br />no less than 30 days advance notice, and in such cases, all fees that have already paid by
<br />Customer shall not be refunded and any fees then-due to Geopliant shall be paid by Customer.
<br />
<br />d) Survival. The provisions of Sections 4, 10, 11, 12, 13, and 14(f) shall survive the expiration or earlier
<br />termination of this Agreement for any reason.
<br />14. MISCELLANEOUS
<br />a) Notices. We may send notices pursuant to this Agreement to the Customer Representative identified in
<br />Attachment B. All notices, requests, consents, claims, demands, waivers and other communications
<br />hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth
<br />on the Quote in Attachment B (or to such other address that may be designated by the receiving party
<br />from time to time in accordance with this section). All Notices shall be delivered by personal delivery,
<br />nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of
<br />transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).
<br />DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59
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