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Encl User License Agreement· C,u-eSuite Page 5 of 10 <br />5. 1' ·,,·nati on.Licensor may terminate this Agreement (a) for cause if Licensee an.d/or <br />. arm t'€t8f p~;Cf ii' e tsa ch of this Agreement within thirty (30) days a:fl:er <br />w · t ic O'f s h m•etc 1 r 4nm1ecli ately in the case of a breach of Section 1 A. <br />Sec s 1.2,ij.}(, ~~~½m ~ all survive termination. Upon such termination for <br />breach, Licensee shall immediately cease all use of the Software and return or destroy all <br />c@1m. ®dl~~iS~ftwarth~fi(ili@~yrt-e;u1io.01t the r~\~},~O ce(tift)e&ful,icwmacfttl!Jstinaf1op~~itiot <br />an exclusive remedy, and all other remedies will be available whether or not this Agreement <br />is terminated. <br />SECTION 6. LIMITATION OF LIABILITY. <br />NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, <br />LICENSOR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY <br />SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, <br />STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (i) FOR <br />ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO <br />LICENSOR BY LICENSEE WITH RESPECT TO THE COPIES OF SOFTWARE THAT <br />ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE MONTH PERIOD <br />PRIOR TO ACCRUAL OF THE CAUSE OF ACTION; (ii) FOR ANY <br />SPECIAL,PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, <br />WITHOUT LIMITATION, FOR ANY LOST PROFITS, COST OF PROCUREMENT OF <br />SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS); (iii) FOR <br />INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (iv) FOR ANY <br />MATTER BEYOND ITS REASONABLE CONTROL. SOME STATES DO NOT ALLOW <br />THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL <br />DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY <br />TO LICENSEE. <br />SECTION 7. RIGHT TO AUDIT <br />On Licensor's written request Licensee shall famish Licensor with a signed certification <br />certifying that the Software is being used pursuant to the terms of this Agreement including <br />any copy and user limitations. With prior reasonable notice, Licens~r may audit the copies of <br />the Software in use by Licensee provided such audit is during regular business hours. In the <br />event the audit reveals a material discrepancy on the part of Licensee, Licensee shall pay <br />Licensor then current License fee for the number of licenses reflected in the discrepancy and <br />maintenance for any unauthorized use of the Software. <br />mhtml:file://\\lothlorieu\file Uploads\work.-requests\32769\Quickmar contract 11-25-17 .mht 11/27/2017