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control the defense of the claim and negotiate its settlement or
<br />compromise); (iii) Licensee must reasonably cooperate with Infor to
<br />facilitate the settlement or defense of the claim. Infor will not have
<br />any liability hereunder to the extent the claim arises from (a) any
<br />modification of the Subscription Software by, on behalf of, or at the
<br />request of Licensee; or (b) the use or combination of the Subscription
<br />Software with any computer, computer platform, operating system
<br />and/or data base management system other than provided by Infor.
<br />If any Subscription Software is, or in Infor's opinion is likely to
<br />become, the subject of an Intellectual Property Rights infringement
<br />claim, then Infor, at its sole option and expense, will either: (A)
<br />obtain for Licensee the right to continue using the Subscription
<br />Software under the terns of this Agreement; (B) replace the
<br />Subscription Software with products that are substantially equivalent
<br />in function, or modify the Subscription Software so that it becomes
<br />non -infringing and substantially equivalent in function; or (C) refund
<br />to Licensee the un-used portion of the Subscription Services fee, if
<br />any, paid to Infor for the Subscription Software giving rise to the
<br />infringement claim, and discontinue Licensee's use of such
<br />Subscription Software. THE FOREGOING SETS FORTH
<br />INFOR'S EXCLUSIVE OBLIGATION AND LIABILITY
<br />WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL
<br />PROPERTY RIGHTS.
<br />8. Term and Termination.
<br />(a) Term. With respect to the Subscription Software, the Initial
<br />Subscription Term shall be as set forth on the applicable Order Form.
<br />After the Initial Subscription Term, the Subscription Term shall
<br />automatically renew for successive one-year Renewal Terms, unless
<br />either party provides written notice of non -renewal to the other party
<br />at least ninety (90) days prior to expiration of the Initial Subscription
<br />Term or then current Renewal Term, as the case may be. Except as
<br />set forth in Section 8(b), the Subscription Tenn cannot be tenninated
<br />prior to its expiration date.
<br />(b) Right of Termination. If either party breaches any material
<br />obligation in this Agreement or an Order Form (including, without
<br />limitation, any obligation to pay Subscription Fees), and fails to
<br />remedy such breach (if such breach can be remedied) within thirty
<br />(30) days of receipt of written notice of such breach, the other party
<br />may terminate this Agreement (including all Order Forms
<br />hereunder). Notwithstanding the foregoing, to the extent such
<br />material breach cannot be remedied through efforts of the breaching
<br />party, the other party has the right to terminate this Agreement
<br />(including all Order Forms hereunder) on less than thirty days'
<br />written notice.
<br />(c) Effect of Termination. Upon termination of this Agreement
<br />by either party, Licensee's license to access and use the Subscription
<br />Software and Subscription Services shall immediately terminate as
<br />of the effective date of such termination, Termination of this
<br />Agreement will not release either party from making payments which
<br />may be owing to the other party under the terms of this Agreement
<br />through the effective date of such termination. Termination of this
<br />Agreement will be without prejudice to the terminating party's other
<br />rights and remedies pursuant to this Agreement, unless otherwise
<br />expressly stated herein.
<br />(d) Return of Licensee Data. Upon termination or expiration of
<br />this Agreement, Infor shall promptly make all Licensee Data
<br />available to Licensee as a native database export provided through
<br />Infor's FTP server. In the event that Licensee requires the return of
<br />Licensee Data in an alternate format or requires any other termination
<br />assistance services, Infor and Licensee shall mutually agree upon the
<br />scope of such termination assistance services and the fees and
<br />expenses payable for such termination assistance services.
<br />(e) Survival of Obligations. All obligations relating to non-use
<br />and non -disclosure of Confidential Information, limitation of
<br />liability, and such other terms which by their nature survive
<br />termination, will survive termination or expiration of this Agreement.
<br />9. Notices. All notices and other communications required or
<br />permitted under this Agreement must be in writing and will be
<br />deemed given when: delivered personally, sent by registered or
<br />certified mail, return receipt requested; transmitted by facsimile
<br />confrnned by first class mail; or sent by overnight courier, Notices
<br />must be sent to a party at its address shown on the signature page of
<br />this Agreement, or to such other place as the party may subsequently
<br />designate for its receipt of notices in accordance with this Section,
<br />Licensee must promptly send copies of any notice of material breach
<br />and/or termination of the Agreement to Infor, Attention: General
<br />Counsel, 40 General Warren Blvd Suite 4 110, Malvern, PA 19355,
<br />USA, FAX number 678-319-8949, or to such other place as Infor
<br />may subsequently designate for its receipt of notices.
<br />10. Force Maieure. Except with respect to the payment of fees
<br />hereunder, neither party will be liable to the other for any failure or
<br />delay in performance under this Agreement due to circumstances
<br />beyond its reasonable control, including, without limitation, Acts of
<br />God, war, terrorist acts, accident, labor disruption, acts, omissions
<br />and defaults of third parties and official, governmental and judicial
<br />action not the fault of the party failing or delaying in perfonnance, or
<br />the threat of any of the foregoing.
<br />11. Assimment. Licensee may not assign or transfer any of its
<br />rights or obligations under this Agreement without the prior written
<br />consent of Infor, whether by operation of law or otherwise, including
<br />in connection with a change in control, merger, acquisition,
<br />consolidation, asset sale or other reorganization, and any attempt at
<br />such assignment or transfer will be void.
<br />12. No Waiver. A party's failure to enforce its rights with respect
<br />to any single or continuing breach of this Agreement will not act as a
<br />waiver of the right of that party to later enforce any such rights or to
<br />enforce any other or any subsequent breach.
<br />13. Choice of Law; Severability. This Agreement shall be
<br />governed by and interpreted in accordance with the laws of the State
<br />of New York, without application of any conflict of laws provisions
<br />thereof, and all claims relating to or arising out of this Agreement, or
<br />the breach thereof, whether sounding in contract, tort or otherwise,
<br />shall likewise be governed by the laws of the State of New York,
<br />without application of any conflict of laws provisions thereof. This
<br />Agreement is originally written in the English language and the
<br />English language version shall control over any translations. If any
<br />provision of this Agreement is illegal or unenforceable, it will be
<br />deemed stricken from the Agreement and the remaining provisions
<br />of the Agreement will remain in full force and effect. The United
<br />Nations Convention on the International Sale of Goods (CISG) shall
<br />not apply to the interpretation or enforcement of this Agreement.
<br />14. LIMITATIONS OF LIABILITY.
<br />(a) LIMITED LIABILITY OF INFOR. EXCEPT WITH
<br />RESPECT TO INTELLECTUAL PROPERTY
<br />INDEMNIFICATION OBLIGATIONS UNDER SECTION 7,
<br />THE TOTAL. LIABILITY OF INFOR, ITS AFFILIATES AND
<br />THIRD PARTY LICENSORS IN CONNECTION WITH OR
<br />RELATED TO THE SUBSCRIPTION SOFTWARE, THE
<br />SUBSCRIPTION SERVICES, OR ANY OTHER MATTER
<br />RELATING TO THIS AGREEMENT (WHATEVER THE
<br />BASIS FOR THE CAUSE OF ACTION) WILL NOT EXCEED
<br />THE SUBSCRIPTION FEES PAID OR PAYABLE TO INFOR
<br />Subscription License and Services Agreement (US October 2017) Page 5 of 7
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