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Certive shall have no obligation to support, train or troubleshoot issues for any third -party user due to problems arising out of the use of the SaaS provided to Customer by Certive. Third parties shall include, but are not limited to: vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Certive for SaaS and SaaS Support, 7. COPYRIGHTS AND TRADEMARKS Customer warrants that Customer has the right to use any applicable trademarks or materials that Customer installs, integrates or uses in connection with this SaaS. 8. TRANSFER OF AGREEMENT Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Certive. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in jurisdiction, Customer shall notify Certive by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event. 9. TERMINATION Certive may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) Customer's failure to comply with any provisions of the Agreement upon receipt of written notice from Certive of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) upon mutual agreement in writing by Certive and Customer. Certive agrees, upon termination of this agreement, to provide the Customer with their system data in a mutually agreeable format. 10. DISPUTES If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, each party shall be responsible for their costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals. 11. LIMITATION OF LIABILITIES A. Notwithstanding any damages that customer might incur for any reason whatsoever (including, without limitation, all direct or general damages), the entire liability of Certive and any of its suppliers under any provision of this agreement and customer's exclusive remedy for all of the foregoing shall be limited to actual damages incurred by customer based on reasonable reliance up to the amount actually paid by customer for the product. Additionally, Certive shall not have any liability with respect to any incident or damages arising out of or related to any third -party services. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. B. To the maximum extent permitted by applicable law, in no event shall Certive or its suppliers be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of 5 1 P a g e Certive Solutions Inc. 1480.922.5327 17373 E. Doubletree Ranch Road I Suite 210 1 Scottsdale AZ 185258