8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PROGRAMS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8.3 Limitation of Action. Except for actions for non-payment or breach of either party's intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than two (2) years after the cause of action has accrued.

8.4 External, Third Party Technology. During the License Term, Institution may choose to leverage technical platforms, tools and support from independent third parties to enhance the Programs, such as offerings from Apple, Palm, Facebook, and others (the “Third Parties”). In these cases, certain information provided by Institution to these Third Parties may be transmitted, posted, and/or used by these Third Parties in accordance with the respective Terms of Programs of such Third Parties and may be governed under these separate agreements. Campus Labs is independent of any such Third Parties and makes no representation or warranty concerning them or their actions or technology; all of which shall remain Institution’s sole risk and responsibility and Campus Labs disclaims any and all responsibility or liability in connection therewith.

9.1 License Term of Agreement and Renewal(s). The initial term of this Agreement will end on the first anniversary of the Effective Date as specified in Schedule A and subsequent amendments thereto. This Agreement will automatically extend for three (3) additional one-year periods, unless at least 120 days prior to the end of the current term, either party notifies the other party in writing of its desire not to extend the Term of this Agreement.

9.2 Term of Use. Institution agrees that the License Term for each respective module listed in the License Schedule attached hereto as Schedule A or in any additional License Schedule(s), shall commence on the Effective Date. Institution agrees to pay Campus Labs the annual Institution fee for each respective module by each anniversary of the Effective Date during the Term of this Agreement. Campus Labs will invoice Institution for the annual Institution fee(s) no later than thirty (30) days prior to the anniversary of the Effective Date of this Agreement. Institution licenses shall continue for the License Term specified in the relevant License Schedule.

9.3 Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party, provided such breach remains uncured at the expiration of the notice period. Upon any termination for cause by Institution, Campus Labs shall refund Institution any prepaid fees for the period after the date of termination.

9.4 Return of Institution Data. Upon written request by Institution within ninety (90) days of the effective date of termination, Campus Labs shall make available to Institution a file of Institution Data. After such ninety (90) day period, Campus Labs shall have no obligation to maintain or provide any Institution Data.

9.5 Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 3, 4 (excluding Sections 4.2 and 4.4), 5, 6, 7, 8, 9 and 10.

10.1 Notices. All notices under this Agreement shall be in writing and delivered in person, by courier, by facsimile (receipt acknowledged), by postage prepaid first class, certified or registered mail, electronic mail, and addressed as provided below the signatures to this Agreement.

10.2 Waiver & Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.3 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, the remainder of this Agreement shall not be impaired, and each provision shall continue in full force, and shall be enforceable to the fullest extent permitted by law and consistent with the present goals and intent of the parties.