|
Docusign Envelope ID:9BDBD300-F972-4CC8-8D30-40FE04AAD195
<br /> V 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 />
|