1E9Ct5D

not providing. Upon Provider's cure of the default, Customer will cause the withheldpayments to be paid to Provider, without interest. Upon a final and binding legaldetermination that Customer has withheld any payment in bad faith [or without anobjectively reasonable basis], such payment shall promptly be paid to Provider, plusinterest at the maximum legal rate.]8.13 Availability and Support Service Level Credits. The parties acknowledge andagree that each of the Service Availability Credits and Service Level Credits assessedpursuant to Section 5 and Section 6, respectively: (a) is a reasonable estimate of andcompensation for the anticipated or actual harm to Customer that may arise from thecorresponding Service Error or Service Level Failure, which would be impossible or verydifficult to accurately estimate [as of the Effective Date]; and (b) may[, at Customer'soption,] be credited or set off against any Fees or other charges payable to Provider underthis Agreement [or be payable to Customer upon demand]. No Service AvailabilityCredits, Service Level Credits, or combination thereof, for any Service Period shallexceed the total amount of Fees that would be payable for that Service Period if theServices were fully provided in accordance with this Agreement and the Specifications.8.14 [Right of Set-off. Without prejudice to any other right or remedy it may have,Customer reserves the right to set off at any time any amount then due and owing to it byProvider against any amount payable by Customer to Provider under this Agreement [orotherwise].]8.15 Support Not to be Withheld or Delayed. Provider shall not withhold or delay anyHosted Services or Support Services or fail to perform any other Services or obligationshereunder by reason of: (a) Customer's good faith withholding of any payment or amountin accordance with this Section 8; or (b) any dispute whatsoever between the parties,including any payment or other dispute arising under or concerning this Agreement orany other agreement between the parties.9. Ownership.9.1 Ownership of Customer Data. Customer may, but is not required to, provideCustomer Data to Provider in connection with this Agreement. As between Customer andProvider, Customer is and will remain the sole and exclusive owner of all right, title andinterest in and to all Customer Data, including all Intellectual Property Rights relatingthereto, subject only to the limited license granted in Section 9.2.9.2 Limited License to Use Customer Data. Subject to the terms and conditions ofthis Agreement, Customer[ and each of its Affiliates licensed hereunder] hereby grantsProvider a limited, royalty-free, fully-paid up, non-exclusive[, transferable/nontransferableand] [ sublicensable/non-sublicensable] license to Process the Customer Datain the United States strictly as instructed by Customer or an Authorized User and solelyas necessary to provide the Services for Customer's [and such Affiliates'] benefit as29