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Violation of any provisions herein shall be the basis for immediate termination of this Software Maintenance Agreement. Termination of this Agreement shall be in addition to and not in lieu of any equitable remedies available to Licensor. Exclusion of Liability LICENSOR MAKES AND CUSTOMER RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Termination In the event of termination of the Software License Agreement referred to above, all maintenance fees will remain the property of the Licensor, and Licensor's obligations under this Software Maintenance Agreement shall immediately end. Licensor may terminate this Agreement in the event of default by Customer under the terms of the applicable Contract or Purchase Agreement or the Software License Agreement or in the event that Customer does not make payments in a timely manner. Taxes Customer shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, national, state, or otherwise, however designated, which are levied or imposed by reason of the transaction contemplated by this Agreement. Without limiting the foregoing, Customer shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor. General • Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California. • If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. • Customer may not assign, without the prior written consent of Licensor, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part.