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remedy (unless otherwise required by applicable law) is, at CVDC's option, either (i) repair or replacement of the
<br />applicable CVDC Technology or (ii) a refund of the (a) license fees paid or due for the non -conforming Software, or
<br />(b) the fees paid for the period in which the Cloud Service did not comply, excluding any amounts paid under a
<br />it service level agreement/objective, if applicable.
<br />Where CVDC provides a refund of license fees paid for Software, Village must return or destroy all copies of the
<br />applicable Software. Except as expressly stated in this Section, to the extent allowed by applicable law, CVDC
<br />expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any
<br />warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non -
<br />infringement, or that the CVDC Technology will be secure, uninterrupted or error free.
<br />Section 9. Liability
<br />Neither party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of
<br />data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings. The maximum
<br />aggregate liability of each party under this EULA is limited to (a) for claims solely arising from Software licensed on a
<br />perpetual basis, the fees received by CVDC for that Software; or (b) for all other claims, the fees received by CVDC for the
<br />applicable CVDC Technology and attributable to the 12 month period immediately preceding the first event giving rise to
<br />such liability.
<br />These limitations of liability do not apply to liability arising from (a) Village's failure to pay all amounts due; or (b) Village's
<br />breach of Sections 3.1 (License and Right to Use), 4.1 (CVDC Technology Generally), 4.2 (Cloud Services). This limitation of
<br />liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise,
<br />even if either party has been advised of the possibility of such damages. Nothing in this EULA limits or excludes any
<br />liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per
<br />incident.
<br />Section 10. Termination and Suspension
<br />10.1. Suspension. CVDC may immediately suspend Village's Usage Rights if Village breaches Sections 3.1 (License and Right
<br />to Use), 4.1 (CVDC Technology Generally), 4.2 (Cloud Services).
<br />10.2. Termination. If a party materially breaches this EULA and does not cure that breach within 30 days after receipt of
<br />written notice of the breach, the non -breaching party may terminate this EULA for cause. CVDC may immediately
<br />terminate this EULA if Village breaches Sections 3.1 (License and Right to Use), 4.1 (CVDC Technology Generally),
<br />4.2 (Cloud Services). Upon termination of the EULA, Village must stop using the CVDC Technology and destroy any
<br />copies of Software and Confidential Information within Village's control. If this EULA is terminated due to CVDC's
<br />material breach, CVDC will refund Village the prorated portion of fees Village has prepaid for the Usage Rights
<br />beyond the date of termination. Upon CVDC's termination of this EULA for Village's material breach, Village will
<br />pay CVDC any unpaid fees through to the end of the then -current Usage Term. If Village continues to use or access
<br />any CVDC Technology after termination, CVDC may invoice Village, and Village agrees to pay, for such continued
<br />use.
<br />Section 11. Verification
<br />During the Usage Term and for a period of 12 months after its expiration or termination, Village will take reasonable steps
<br />to maintain complete and accurate records of Village's use of the CVDC Technology sufficient to verify compliance with
<br />this EULA ("Verification Records'). Upon reasonable advance notice, and no more than once per 12 month period, Village
<br />will, within 30 days from CVDC's notice, allow CVDC and its auditors access to the Verification Records and any applicable
<br />books, systems (including CVDC product(s) or other equipment), and accounts during Village's normal business hours. If
<br />the verification process discloses underpayment of fees: (a) Village will pay such fees; and (b) Village will also pay the
<br />reasonable cost of the audit if the fees owed to CVDC as a result exceed the amounts Village paid forVillage's Usage Rights
<br />by more than 5%.
<br />Section 12. General Provisions
<br />12.1. Survival. Sections 5, 6, 7, 9, 10, 11 and 12 survive termination or expiration of this EULA.
<br />12.2. Third -Party Beneficiaries. This EULA does not grant any right or cause of action to any third party.
<br />12.3. Assignment and Subcontracting. Except as set out below, neither party may assign or novate this EULA in whole
<br />or in part without the other party's express written consent. CVDC may (a) by written notice to Village, assign or
<br />novate this EULA in whole or in part to an Affiliate of CVDC, or otherwise as part of a sale or transfer of any part of
<br />its business; or (b) subcontract any performance associated with the CVDC Technology to third parties, provided
<br />that such subcontract does not relieve CVDC of any of its obligations under this EULA.
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