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Paladin Data Systems Corporation
<br />Master SaaS Subscription and Professional Services Agreement
<br />Page 6 of 7
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<br /> MSGPSA-Sv5-16
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<br />13.8. Surviving Provisions. Section 5 (Fees and Payment), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 11
<br />(Limitation of Liability), 13.6 (Refund or Payment upon Termination), 13.7 (Return of Your Data), 14 (Contracting Seller,
<br />Notices, Governing Law and Jurisdiction) and 15 (General Provisions) will survive any termination or expiration of this
<br />Agreement.
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<br />14. CONTRACTINGSELLER, NOTICES, GOVERNING LAW AND JURISDICTION
<br />14.1. Seller: Paladin Data Systems Corporation, a Washington corporation.
<br />14.2. Address Notices to: 19362 Powder Hill Pl. NW, Poulsbo, WA 98370, Attn: Contracts
<br />14.3. Governing Law. Washington and controlling United States federal law
<br />14.4. Exclusive Court Jurisdiction. Kitsap County, Washington
<br />14.5. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
<br />will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing,
<br />(iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided
<br />email will not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You will be addressed
<br />to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant SaaS Subscription
<br />system administrator designated by You.
<br />14.6. Agreement to Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without
<br />regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
<br />14.7. Waiver of Jury Trial. Each Party hereby waives any right to jury trial in connection with any action or litigation in any
<br />way arising out of or related to this Agreement.
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<br />15. GENERAL PROVISIONS
<br />15.1. Amendment; No Waiver. Except as otherwise expressly provided herein, this Agreement may not be amended or
<br />modified and the observance of any provision of this Agreement may not be waived except with the written consent of the
<br />Parties. No failure by either Party to enforce any rights hereunder will constitute a waiver of such right then or in the future
<br />or any other right or remedy hereunder. To the extent the terms and conditions of any Exhibit, attachment, purchase order,
<br />invoice, proposal or response to request for proposal, c onflict with or are inconsistent with this Agreement, the terms and
<br />conditions of this Agreement will control and no such conflicting terms will be deemed as a waiver or amendment of this
<br />Agreement.
<br />15.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or
<br />thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment
<br />provided in the ordinary course of business do not violate the above restricti on. If You learn of any violation of the above
<br />restriction, You will use reasonable efforts to promptly notify Us.
<br />15.3. Assignment; Binding Effect. This Agreement may not be transferred or assigned by either Party without the express
<br />written consent of the other, which will not be unreasonably withheld or delayed, except that either Party may, without the
<br />consent of the other Party, assign this Agreement in its entirety to a parent, subsidiary or affiliate of such Party or an ac quirer
<br />of more than 50% of the assigning Party’s outstanding voting capital stock or to a purchaser of all or substantially all o f the
<br />assigning Party’s assets. Notwithstanding the foregoing or any other provision of this Agreement, You may not assign,
<br />sublicense, delegate or transfer this Agreement or any of its rights or obligations under this Agreement to any competitor of
<br />Ours. Any purported transfer or assignment in contravention of this Section will be null and void. This Agreement will inure to
<br />the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
<br />15.4. Basis of Bargain. The Parties acknowledge that they have entered into this Agreement in reliance upon the
<br />disclaimers of warranties and limitations of liability and damages as set forth in this Agreement, and that such provisions form
<br />an essential basis of the bargain between the Parties and do not cause this Agreement, or the remedies available hereunder,
<br />to fail of its or their essential purpose.
<br />15.5. Counterparts. This Agreement may be executed in any number of English language counterparts or duplicate
<br />originals, and each such counterpart or duplicate original will constitute an original instrument, but all such separate
<br />counterparts or duplicate originals will constitute one and the same instrument.
<br />15.6. Entire Agreement. This Agreement, including the Exhibits attached, constitutes the entire Agreement of the Parties
<br />concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations,
<br />correspondence, understandings and agreements between the Parties respecting the subject matter of this Agreement.
<br />15.7. Export Compliance. The SaaS Subscription, other technology We make available, and derivatives thereof may be
<br />subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named
<br />on any U.S. government denied-party list. You will not permit Users to access or use SaaS Subscription in a U.S.-embargoed
<br />country or in violation of any U.S. export law or regulation.
<br />15.8. Force Majeure. Except with respect to payment obligations, neither Party will be liable for any failure of performance
<br />or equipment due to causes beyond such Party’s reasonable control, including but not limited to: acts of God, fire, flood or
<br />other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any ci vil
<br />or military authority; national emergencies, insurrections, riots, wars; unavailability of rights-of-way or materials; or strikes, lock-
<br />outs, work stoppages, or other labor difficulties.
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