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SECTIONS 2, 3 OR 4 OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE DIRECTORS', OFFICERS', EMPLOYEES', OR AGENTS' COMBINED AGGREGATE LIABILITY HEREUNDER TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING THROUGH SUCH PARTY FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO RAA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (b) THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PARTY RELYING ON THIS LIMITATION OF LIABILITY HAD BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. LICENSEE ACKNOWLEDGES THAT RAA COULD NOT MAKE THE RAA CONTENT AVAILABLE ON THE TERMS SET FORTH IN THIS' AGREEMENT IF RAA'S LIABILITY WAS NOT LIMITED AS SET FORTH IN THIS AGREEMENT. 8. General Terms. (a) Independent Relationship of the Parties; No Authority to Bind Other Party. The parties are and intend to be independent cont actors. Neither party has the authority to bind or commit the other party to any contract or obligation whatsoever, and neither party will represent or hold itself out as having any right or authority to do so. (b) Assignment. Except as expressly set forth in this Agreement, Licensee may not assign, transfer or convey this Agreement (in whole or in part) or any of its rights under this Agreement to any third party without the prior written consent of RAA and any attempted assignment, transfer or conveyance without such consent will be void and of no force or effect. (c) Successors and Assigns. The terms, conditions .and obligations of this Agreement will inure to the benefit of and be binding upon the parties hereto and their permitted. successors and assigns. (d) Notices. Any notice required or permitted to be given under this Agreement will be deemed given: (i) when delivered personally to the party to receive such notice; or (ii) 5 days after mailing by express courier service, fully prepaid, addressed as herein provided, or upon actual receipt of such mailing, whichever will first occur. All notices will be addressed to the parties at the addresses set forth on the cover page to this Agreement or to such other address as any party may notify the other party of in a writing delivered in accordance with this section. (e) Governing Law. This Agreement will be governed under the laws of the State of Florida, United States, without regard to its conflicts of law provisions. (f) No Waiver. The failure of either party at any time to require performance of any provision of this Agreement or to exercise arty right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by a party of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. (g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. US. 122948521.01 6