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the maximum amount allowed by law, whichever Is lower. CHERWELL MAY WITHHOLD ANY APPLICABLE LICENSE KEY OR PASSWORD UNTIL ALL AMOUNTS DUE FOR THE LICENSED SOFTWARE ARE FULLY PAID. 8.5 Assignment. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective successors and permitted assigns. A party may not assign any of Its rights, obligations, or responsibilities underthls Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that neither a change In control in the assigning party nor assignment to any entity (other than a competitor of the other party) that controls, Is controlled by or Is under common control with the assigning party, shall be deemed an assignment in violation of the foregoing; provided, however that the assigning party gives the other party written notice of any such change in control or assignment. 8.6 Choice of Law. This Agreement is governed under the laws of the state of Delaware, without regard to its conflicts of laws principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which Is expressly excluded. 8.7 Third Parties and Third Party Resellers. No person who Is not a party to this Agreement has or shall have any right to enforce any term of this Agreement and no consent of any third party shall be required for any cancellation or variation of the Agreement. From time to time, Cherwell may authorize certain third parties, such as value-added resellers or solutions partners ("Partners"), to resell the Licensed Software and Maintenance and Support Services. Customer acknowledges that as between Customer and Cherwell, Partners are not authorized to modify the terms and conditions of this Agreement nor the rights granted to Customer with regard to the Licensed Software. In certain jurisdictions or markets, Customer may purchase, from the Partner (rather than Cherwell), Support Services and Professional Services to be performed by the Partner. In such case, the terms of any agreement between Customer and Partner for such services shall govern, and Cherwell shall not be liable or otherwise responsible for Partner's performance or non- performance under such agreement. Maintenance, as described in this Agreement, shall in all cases be provided by Cherwell, subject to the terms of this Agreement. 8.8 Taxes. Unless otherwise stated on an Order form, Cherwell's fees do not Include any taxes, levies, duties or similar governmental assessments of any nature, including without limitation value-added, sales, use or withholding taxes, assessable byany local, state, provincial, federal orforeign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Cherwell has the legal obligation to remit or collect Taxes for which Customer Is responsible under this paragraph, the appropriate amount shall be Invoiced to, and paid by Customer, unless Customer provides Cherwell with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of doubt, Cherwell Is solely responsible for taxes assessable against Cherwell based on its Income, property or employees. Signature lines for the EULA are located on the Cherwell Order Confirmation form to which the EULA is incorporated by reference, 25A-10 ChenveilUSELLA(rev.23May 2015)Page 5of5