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Docusign Envelope ID:861 E960D-5A7A-4aC7-A546-9E2B8236ACC2
<br /> (d)All Order Forms hereunder shall terminate;
<br /> (a) Evident has no obligation to retain Relying Party Data following thirty(30) days after complete termination of
<br /> the Agreement; and
<br /> (f)Upon termination,each party will delete any of the other party's Confidential Information still in their possession
<br /> (with the exception of Relying Party Data as set forth in the preceding paragraph and as required to comply with
<br /> applicable law)from computer storage or any other media including,but not limited to,online and off-line libraries;
<br /> and each party will return to the other party or, at the other party's option, destroy, all physical copies of any the
<br /> other party's Confidential Information.
<br /> 10.4. Survival. Any provision of these Terms and Conditions which, either by its terms or to give effect to its
<br /> meaning, must survive, including the provisions titled Confidentiality, Proprietary Rights, Warranties, Disclaimers,
<br /> Exclusions and Limitations on Liability, Indemnification, Effects of Termination and General Provisions will survive.
<br /> 11, GENERAL PROVISIONS.
<br /> 11.1. Entire Agreement. This Agreement(which includes any Order Form completed by Relying Party, as well as
<br /> those terms and documents incorporated by reference) constitute the entire agreement, and supersedes all prior
<br /> negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this
<br /> Agreement. No oral statements or prior written material not specifically incorporated herein will be of any force and
<br /> effect,and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment
<br /> as provided herein and signed by duly authorized representatives of both parties. The application of Relying Party's
<br /> general terms and conditions in any general vendor acknowledgement or Relying Party's other general purchasing
<br /> conditions (including pre-printed boilerplate terms) are hereby expressly excluded, rejected, and objected to by
<br /> Evident. This Agreement will apply and supersede the pre-printed terms and conditions of any form submitted by
<br /> either party, unless such form is expressly included herein.
<br /> 11.2. Audit. Relying Party understands and agrees that in order to ensure compliance with applicable law and
<br /> Evident's obligations under its contracts with Suppliers, Evident may conduct periodic reviews of Relying Party's use
<br /> of the Subscription Services and may, upon reasonable notice, audit Relying Party's records, processes and
<br /> procedures related to Relying Party's use,storage and disposal of the Subscription Services and information received
<br /> therefrom. Relying Party agrees to cooperate fully with any and all audits.
<br /> 11.3. Waivers,Consents and Modifications. No waiver,consent or modification of this Agreement will bind Evident
<br /> or Relying Party unless in writing and signed by the party against which enforcement is sought. This Agreement may
<br /> be modified solely upon the written agreement of both Relying Party and Evident. The failure of either party to enforce
<br /> its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.
<br /> 11.4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision
<br /> will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force
<br /> and effect and enforceable.
<br /> 11.5. Governinq Law. The laws of the State of California, excluding its conflicts of law rules, govern this
<br /> Agreement. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be the
<br /> Orange County, California Superior Court, and the parties agree and submit to the personal and exclusive jurisdiction
<br /> and venue of such court. Neither the United Nations Convention on Contracts for the International Sale of Goods
<br /> nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction will apply to this
<br /> Agreement.
<br /> 11.6. Force Maieure. In the event that either party is prevented from performing,or is unable to perform, any of its
<br /> obligations under this Agreement(except payment obligations)due to any cause beyond its reasonable control, the
<br /> affected party will give written notice thereof to the other party and its performance will be extended for the period of
<br /> delay or inability to perform due to such occurrence.
<br /> 11.7, Notices. Any notice or communication hereunder will be in writing and either personally delivered or sent via
<br /> confirmed electronic mail, recognized express delivery courier or certified or registered mail, prepaid and return
<br /> receipt requested, addressed to the other party, which, in the case of Relying Party, will be the address provided to
<br /> Evident in the Order Form,and, in the case of Evident,will be the address set forth in the contact section of Evident's
<br /> website, or at such other address for either party as is designated in a subsequent notice. Legal notices should be
<br /> sent to legal@evidentid.com. All notices will be in English, effective upon receipt.
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