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(a) by Licensor, if Licensee fails to make timely payment, and any such failure is not remedied within ten (10) days after receipt of written notice stating such breach; (b) by Licensor, immediately upon written notice, if Licensee: (i) fails, either intentionally or unintentionally, to abide by the restricted use or confidentiality provisions of the End User License Agreement (c) by either party, if a party (including its successors and assigns, if applicable) ceases doing business as a result of dissolution, liquidation, or other causes. In such event, the other party may immediately terminate this Agreement by providing written notice setting out the grounds for termination. 4.3 Obligations upon Termination. Upon termination, Licensee shall immediately pay all outstanding amounts incurred prior to termination to Licensor. ARTICLE 5 - LIABILITY IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF LICENSOR HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS TO COMPANY OR OTHERS ARISING UNDER OR RELATED TO THIS AGREEMENT. LICENSOR'S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT LICENSEE'S PAYMENT OBLIGATIONS UNDER ARTICLE 3. ARTICLE 6 - MISCELLANEOUS 6.1 Choice of Law. This License Agreement will be governed by the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this License Agreement. You submit to personal jurisdiction in California and further agree that any legal action relating to this License Agreement will be brought exclusively in the County of Orange, State of California. You hereby waive any claim that such venue is improper or inconvenient. IN ANY SUCH PROCEEDINGS, YOU HEREBY KNOWINGLY AND WILLINGLY WAIVE AND SURRENDER YOUR RIGHT TO TRIAL BY JURY. 6.2 Effect of Illegality. In the event that any provision of this License Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this License Agreement shall otherwise remain in full force and effect and enforceable. 6.3 No Waiver. The failure of either Party to enforce its rights under this License Agreement at any time for any period shall not be construed as a waiver of such rights. 6.4 Survival of Certain Provisions. It is hereby agreed that the rights and obligations of the parties hereto contained in Articles 2, 3, 5 and 6 and any Addenda referenced therein shall survive and continue after any termination or cancellation of this Agreement and shall bind the parties, their successors, their assigns and their legal representatives. 6.5 Entire Agreement. This Agreement sets forth and shall constitute the entire agreement between Licensee and Licensor with respect to the subject matter thereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one party to the other concerning the subject matter herein and the terms and conditions applicable thereto. This Agreement may not be released, discharged, supplemented, interpreted, amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto as is specially provided elsewhere in this Agreement. 6.6 Independent Contractors. In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create the relationship of partner or of employer and employees between the parties. At no time shall either party make commitments for or in the name of the other party. 6.7 No Assignment by Licensee. Licensee is not allowed to assign its rights or obligations under this Agreement without Licensor's prior written consent