|
Docusign Envelope ID: 9BDBD300-F972-4CC8-8D30-40FE04AAD195
<br />`/ Peregrine 11/14/2025
<br />beyond the reasonable control of such party, which may include Internet denial -of -service attacks,
<br />strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism,
<br />governmental action, labor conditions, earthquakes, and material shortages (each, a "Force Majeure
<br />Event"). Upon the occurrence of a Force Majeure Event, the non -performing party will be excused
<br />from any further performance of its obligations affected by the Force Majeure Event for so long as the
<br />event continues and such party continues to use commercially reasonable efforts to resume
<br />performance.
<br />12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is
<br />subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and
<br />227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-
<br />19, or FAR 52.227(ALT III), as applicable.
<br />12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity
<br />and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms
<br />and conditions of this Agreement (the "Additional Government Terms"). The Additional Government
<br />Terms, if any, are attached hereto as Error! Reference source not found., and will govern to the extent
<br />of any conflict with any other term of this Agreement.
<br />12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been
<br />given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business
<br />day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to
<br />Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies,
<br />nick@peregrine.io, with a copy to ben@peregrine.io. Notices to Customer are to be addressed to the
<br />individual identified in the Order Form.
<br />12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising
<br />any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated
<br />herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a
<br />party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction
<br />to be contrary to law, the provision shall be modified by the court and interpreted so as best to
<br />accomplish the objectives of the original provision to the fullest extent permitted by law, and the
<br />remaining provisions of this Agreement shall remain in effect.
<br />12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by
<br />operation of law or otherwise, without the prior express written consent of the other party.
<br />Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and
<br />obligations hereunder, without consent of Customer, in connection with a merger, acquisition,
<br />corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this
<br />Agreement ("Assignment by Operation of Law"). Peregrine shall provide Customer with written notice
<br />of such Assignment by Operation of Law at least sixty (60) days prior to the effective date of the
<br />Assignment; provided, however, that if circumstances beyond Peregrine's reasonable control prevent
<br />it from providing sixty (60) days' advance notice, Peregrine shall provide notice as soon as reasonably
<br />practicable under the circumstances. Any notice under this provision shall be treated as Confidential
<br />Information and subject to the covenants described under Section 7. Upon receipt of such notice,
<br />Customer may elect to terminate this Agreement by providing written notice of termination within thirty
<br />(30) days of receiving Peregrine's notice. Such termination shall not relieve Customer of its obligation
<br />to pay the full amount of annual license fees for the then -current subscription term. No refunds or
<br />credits shall be due or issued following termination. Any attempt by a party to assign its rights or
<br />obligations under this Agreement in breach of this section shall be void and of no effect. Subject to
<br />the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective
<br />successors and permitted assigns.
<br />12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts
<br />located in Orange County, CA or the United States District Court for the Central District of California
<br />shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
<br />11
<br />Proprietary and Confidential
<br />
|