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Release Levels, as well as any hardware which may be required to accommodate such Updates. C. Due Date. Subscriber's first-year Software FX Fee will be invoiced upon receipt of this Agreement signed by Subscriber. Payment will be due thirty (30) days from the date of the invoice. Payment of all amounts due is a condition precedent to L3Harris providing any future Software Updates or other services. D. Taxes. In addition to all fees specified herein, Subscriber shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by Subscriber, unless Subscriber shall otherwise furnish L3Harris with a tax -exemption certificate acceptable to the applicable taxing authorities. E. Discontinuance. Subscriber understands that if Subscriber discontinues and then subsequently resumes participation in the Software FX Program, Subscriber will be required to pay a re-entry fee for any benefits provided to Subscriber upon re-entry to the Software FX Program plus the Software FX Fee for the term then commencing. 11. TERM & TERMINATION A. Software FX services will be provided by L3Harris to Subscriber for a one-year term, as defined in Exhibit A to this Agreement, subject to prior payment in full of all outstanding fees and charges at the time of renewal and compliance with the provisions of this Agreement. B. L3Harris shall have the right to suspend or terminate this Agreement upon thirty (30) days' prior written notice if Subscriber fails to pay any fees or charges due hereunder or if Subscriber commits any other breach of this Agreement or commits any breach of any applicable Software license Agreement for any Licensed Program being supported under this Agreement, any contract between Subscriber and L3Harris or any other obligation of Subscriber to L3Harris or any of its affiliates. C. L3Harris shall have the right to discontinue providing Software FX services (including Updates) for any Licensed Program supported under this Agreement. Software Updates may be discontinued at any time at L3Harris's discretion. Other services shall not be discontinued without at least ninety (90) days' prior written notice by L3Harris to Subscriber. Notwithstanding any other provision of this Agreement, as Subscriber's sole and exclusive remedy L3Harris will provide a pro -rata refund of Subscriber's annual Software FX Fee if L3Harris elects to discontinue providing Software FX services for any Licensed Program supported under this Agreement. D. Except as provided in Section 11.C. above, under no circumstances (including any termination of this Agreement) shall any fees paid pursuant to this Agreement be refundable once paid by Subscriber. 12. LIMITATION OF LIABILITY EXCEPT FOR PERSONAL INJURY OR DEATH, L3HARRIS' TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT OF SOFTWARE FX FEES PAID TO L3HARRIS UNDER THIS AGREEMENT. 13. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its rules pertaining to conflict of laws. Subscriber consents to the personal jurisdiction of the state and federal courts in the Commonwealth of Virginia. By entering into this Agreement, L3Harris and Subscriber hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. 14. NOTICES All notices required or permitted hereunder shall be in writing and shall be deemed validly given upon being hand delivered, or upon receipt if sent by facsimile, e-mail or if mailed by certified mail, return receipt requested, to Subscriber at the address set forth in Exhibit A or to L3Harris Corporation at 221 Jefferson Ridge Parkway, 26