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ZIEF ENERGY <br />`■'. 3 <br />5.1 Subject to earlier <br />termination as provided below, this Agreement is for the <br />Initial Service Term as specified in the Sales Order Form, <br />and shall be automatically renewed for additional periods <br />of the same duration as the Initial Service Term <br />(collectively, the "Term"), unless either party requests <br />termination at least thirty (30) days prior to the end of the <br />then -current term. <br />5.2 In addition to any <br />other remedies it may have, either party may also terminate <br />this Agreement upon thirty (30) days' notice (or without <br />notice in the case of nonpayment), if the other party <br />materially breaches any of the terms or conditions of this <br />Agreement. Customer will pay in full for the Services up to <br />and including the last day on which the Services are <br />provided. Upon any termination, Company will make all <br />Customer Data available to Customer for electronic <br />retrieval for a period of thirty (30) days, but thereafter <br />Company may, but is not obligated to, delete stored <br />Customer Data. All sections of this Agreement which by <br />their nature should survive termination will survive <br />termination, including, without limitation, accrued rights to <br />payment, confidentiality obligations, warranty disclaimers, <br />and limitations of liability. <br />6. WARRANTY AND <br />DISCLAIMER <br />Company shall use reasonable efforts consistent <br />with prevailing industry standards to maintain the Services <br />in a manner which minimizes errors and interruptions in <br />the Services and shall perform the Implementation <br />Services in a professional and workmanlike manner. <br />Services may be temporarily unavailable for scheduled <br />maintenance or for unscheduled emergency maintenance, <br />either by Company or by third -party providers, or because <br />of other causes beyond Company's reasonable control, but <br />Company shall use reasonable efforts to provide advance <br />notice in writing or by e-mail of any scheduled service <br />disruption. HOWEVER, COMPANY DOES NOT WARRANT <br />THAT THE SERVICES WILL BE UNINTERRUPTED OR <br />ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO <br />THE RESULTS THAT MAY BE OBTAINED FROM USE OF <br />THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN <br />THIS SECTION, THE SERVICES AND IMPLEMENTATION <br />SERVICES ARE PROVIDED "AS IS" AND COMPANY <br />DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, <br />INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES <br />v2.1_20191003 <br />OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR <br />PURPOSE AND NON -INFRINGEMENT. <br />LIMITATION OF LIABILITY <br />NOTWITHSTANDING ANYTHING TO THE <br />CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, <br />COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT <br />LIMITED TO ALL EQUIPMENT AND TECHNOLOGY <br />SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, <br />CONTRACTORS AND EMPLOYEES SHALL NOT BE <br />RESPONSIBLE OR LIABLE WITH RESPECT TO ANY <br />SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND <br />CONDITIONS RELATED THERETO UNDER ANY CONTRACT, <br />NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: <br />(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS <br />OR INACCURACY OR CORRUPTION OF DATA OR COST OF <br />PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR <br />TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY <br />INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR <br />CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER <br />BEYOND COMPANY'S REASONABLE CONTROL; OR (D) <br />FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS <br />ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE <br />FEES PAID BY CUSTOMER TO COMPANY FOR THE <br />SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS <br />PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN <br />EACH CASE, WHETHER OR NOT COMPANY HAS BEEN <br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br />8. MISCELLANEOUS <br />If any provision of this Agreement is found to be <br />unenforceable or invalid, that provision will be limited or <br />eliminated to the minimum extent necessary so that this <br />Agreement will otherwise remain in full force and effect <br />and enforceable. This Agreement is not assignable, <br />transferable or sublicensable by Customer except with <br />Company's prior written consent. Company may transfer <br />and assign any of its rights and obligations under this <br />Agreement without consent. This Agreement is the <br />complete and exclusive statement of the mutual <br />understanding of the parties and supersedes and cancels <br />all previous written and oral agreements, communications <br />and other understandings relating to the subject matter of <br />this Agreement, and that all waivers and modifications <br />must be in a writing signed by both parties, except as <br />3 of 6 <br />