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under Section 2, each party's entire liability under this Agreement shall be limited to the amount paid by Customer for the Licensed Software, which does not Include any amounts paid for related services, 4.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF USE OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORTOR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTTO THE EXTENT THAT ANY THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 2 INCLUDES SUCH DAMAGES. IN PARTICULAR, AND WITHOUT LIMITATION, CHERWELL SHALL HAVE NO LIABILITY FOR ANY DATASTORED OR PROCESSED WITH THE LICENSED SOFTWARE. 5. MAINTENANCE AND SUPPORTAND SERVICES 5.1 General. Maintenance and Support Is offered on no less than an annual basis and will commence and be invoiced in accordance with the Order Confirmation Form. Cherwell will Invoice Customer for Maintenance and Support renewal fees at least sixty (60) days prior to the end of each annual term. Maintenance and Supportfees; increase as Customer adds additional concurrent user licenses. Failuretopay any amount due under this Agreement may result In suspension of Maintenance and Support. If Maintenance and Support Is Interrupted as a result of expiration or termination, Customer maybe charged a reinstatement fee equal to the cost of Maintenance and Support for the period from the date of expiration ortermination tothe date of renewal: 5.2 Maintenance. "Maintenance" entitles Customer to receive updates, upgrades, patches, bug fixes and new releases or versions of the Licensed Software, including updated documentation, as Cherwell may provide from time to time without requirement of a separate license agreement, and without additional charge other than payment of the annual Maintenance and Support fee. 5.3 Support. Where provided by and purchased from Cherwell, "Support" entitles Customerto technical assistance with Customer's ongoing use of the Licensed Software, Mondaythrough Friday, 6:00 a.m. to 6:00 p.m. (Mountain Standard Time). Cherwell will provide support for the most current version of the Licensed Software and one prior version, including Interim releases between the two versions; for example, upon release of version 5.x Cherwell will support version 5.x and 4.x. Cherwell may provide limited support for older versions: Cherwell will use its best efforts to answer Customer's specific questions and provide support In accordance with Cherwell's service and support guidelines. Support does not include any third party productsthat are not part ofthe Licensed Software. If Support is purchased from and provided directly by a Partner, as described In Section 8.7 below; then the terms and conditions of any agreement between Customer and Partnershall govern with regard to Support. 5.4 Professional Services. Where provided by and purchased from Cherwell, "Professional Services" may Include training, implementation, installation, on-site assistance, customization, and configuration of the Licensed Software. The total "Professional Services" fee quoted on the Cherwell Order Confirmation Form, if any, Is an estimate of the number of days required based on Cherwell's current understanding of Customer's stated Implementation requirements. A statement of work shall be mutually agreed upon prior to commencement of any Professional Services. Any professional or related services purchased from and provided directly by a Partner, as described in Section 8.7 below, shall be governed by the terms and conditions of any agreement between Customer and Partner. 6. TERM/TERMINATION 6.1 Effective Date and Term. This Agreement is effective as of the earlier of the date set forth on the Cherwell Order Confirmation Form or the date Customer first installs or Uses the Licensed Software (the "Effective Date"). Customer's right to use the Licensed Software shall continue in perpetuity unless and until Cherwell terminates this Agreement for material breach by Customer. The parties acknowledge and agree that the license granted pursuant to Section 1 shall survive termination or expiration of Maintenance and Support Services. 25A-8 Cherwell US EULA(rev.23 May 2015) Page 3 of 5