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21 <br /> LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED(A) DURING THE INITIAL TERM,AS <br /> SET FORTH IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR(B) DURING ANY <br /> RENEWAL TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE <br /> PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET <br /> IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED <br /> UNDER APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY <br /> REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING <br /> LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND <br /> G(2). <br /> 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, <br /> IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR <br /> CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY <br /> OF SUCH DAMAGES. <br /> 6. Insurance. During the course of performing services under this Agreement, we agree to maintain <br /> the following levels of insurance: (a) Commercial General Liability of at least$1,000,000; (b) <br /> Automobile Liability of at least$1,000,000; (c) Professional Liability of at least$1,000,000; (d) <br /> Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella <br /> Liability of at least$5,000,000. We will add you as an additional insured to our Commercial General <br /> Liability and Automobile Liability policies,which will automatically add you as an additional insured <br /> to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of <br /> insurance upon your written request. <br /> SECTION H—GENERAL TERMS AND CONDITIONS <br /> 1. Additional Products and Services. You may purchase additional products and services at the rates <br /> set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a <br /> mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) <br /> months have expired,you may purchase additional products and services at our then-current list <br /> price, also by executing a mutually agreed addendum. The terms of this Agreement will control any <br /> such additional purchase(s), unless otherwise specifically provided in the addendum. <br /> 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will <br /> be valid for twelve (12) months from the Effective Date. <br /> 3. Dispute Resolution. You agree to provide us with written notice within thirty(30)days of becoming <br /> aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, <br /> including, if requested by either party, appointing a senior representative to meet and engage in <br /> good faith negotiations with our appointed senior representative. Senior representatives will <br /> convene within thirty(30) days of the written dispute notice, unless otherwise agreed. All meetings <br /> and discussions between senior representatives will be deemed confidential settlement discussions <br /> not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If <br /> we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort <br /> to resolve the dispute. If the dispute remains unresolved after mediation,then either of us may <br /> assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this <br /> section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution <br /> procedures. <br /> •00•• tyler <br /> .,.. <br /> 10 <br />