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5 s r n p g share In the event this Agreement is terminated, Licensor will make available to Licensee a file of the Customer Data in XML format within 30 days of termination if requested at the time of termination. Licensor agrees that it will delete Customer Data within 31 days of termination. Licensor will not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control. Licensor's services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Licensor is not responsible for any delays, delivery failures, or other damage resulting from such problems. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,TORT,CONTRACT, OR OTHERWISE,SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA,OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.THE TOTAL LIABILITY OF LICENSOR TO LICENSEE IN ANY CALENDAR YEAR SHALL NOT EXCEED(a)TEN TIMES(10x)THE PAYMENTS MADE TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT IN THE CALENDAR YEAR IN WHICH SUCH LIABILITY AROSE, OR(b)THE APPLICABLE INSURANCE POLICY LIMIT, IF SUCH CLAIM OR LOSS IS COVERED BY INSURANCE,WHICHEVER IS GREATER.THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE,SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. SEVERABILITY: If any provision of this Agreement is held to be unenforceable,such provision shall be reformed to the extent necessary and to the extent possible to make it enforceable. If any such provision held enforceable cannot be reformed,the remainder of this License shall remain in effect. COUNTERPARTS:This License may be executed in one or more counterparts,each of which shall be deemed to be an original, but all of which shall constitute one and the same License. Delivery of an executed counterpart of a signature page to this License by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this License. RELATIONSHIP OF THE PARTIES: Nothing contained in this License will be construed to(1)constitute the Parties as partners,joint venturers, co-owners,or otherwise as participants in a joint or common undertaking or(2)allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. Version 24004