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vgiIantv i de = W 3. Termination 3.1. Either Party may terminate the software support, warranty and maintenance services at any time, for breach by the other party not cured within thirty, (30) days after written notice thereof. 3.2. Notwithstanding the foregoing, all software support, warranty and maintenance services are subject to immediate termination if Licensee fails to make any payment due Vigilant Video by the terms stated upon a valid Vigilant Video invoice. 3.3 The anniversary date for all software support, warranty and maintenance services shall be the date of delivery of the Vigilant Video invoice to the Licensee. 3.3. Any software support, warranty and maintenance services shall automatically terminate upon termination of the license(s)or rights of Licensee to use the Software under any such agreement. 4. Maintenance Charges and Fees 4.1. The Licensee shall pay to Vigilant Video the license fees either: 1) in accordance to the Vigilant Video Site License Agreement; or 2) in the amounts stated in Vigilant Video's proposal which has been executed by the Licensee or otherwise validated by a Licensee purchase order or written promise to 1111 provide payment. 5. Miscellaneous Terms 5.1. IN NO EVENT WILL VIGILANT VIDEO BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF USE OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF VIGILANT VIDEO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, AND IN NO CASE SHALL VIGILANT VIDEO'S FINANCIAL LIABILITY EXCEED FEES PAID BY LICENSEE TO VIGILANT VIDEO. 5.2. Vigilant Video and Licensee agree that the limitations specified above and otherwise in this document will survive and apply even if any limited remedy provided under these terms and conditions is found to have failed of its essential purpose. 5.3. Neither party will be liable for any failure or delay in the performance of its obligations under the stated software support, warranty and maintenance services. Failure or delay to render such services shall not be deemed as default of any Agreement and therefore shall not be grounds for termination of any pre- existing Agreement between Licensee and Vigilant Video if both of the following conditions are �.. satisfied: 1)the failure or delay could not have been prevented by reasonable precautions, and cannot be circumvented by the non-performing party through the use of alternate sources, work-around plans, or SOFTWARE SUPPORT,WARRANTY AND MAINTENANCE-TERMS AND CONDITIONS Page 4 of 5