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<br />GDSVF&H\9154876.4
<br />order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by
<br />reference.
<br />15.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications
<br />hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page
<br />of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in
<br />accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier
<br />(with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case,
<br />return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i)
<br />upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this
<br />Section.
<br />15.4 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached
<br />this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to
<br />make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable
<br />control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other
<br />civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken
<br />by a governmental or public authority, including imposing an embargo.
<br />15.5 Amendment and Modification. No amendment or modification to this Agreement is effective unless it
<br />is in writing and signed by an authorized representative of each Party.
<br />15.6 Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection
<br />with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective
<br />unless made in writing and signed by an authorized representative of the Party granting the waiver.
<br />15.7 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
<br />such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or
<br />render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other
<br />provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to
<br />effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions
<br />contemplated hereby be consummated as originally contemplated to the greatest extent possible.
<br />15.8 Governing Law; Submission to Jurisdiction. To the extent permissible under applicable laws, this
<br />Agreement is governed by and construed in accordance with the internal laws of the State of Delaware Minnesota without
<br />giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of
<br />any jurisdiction other than those of the State of DelawareMinnesota. To the extent permissible under applicable laws, any
<br />legal suit, action, or proceeding arising out of or related to this Agreement must be instituted in the federal courts of the
<br />United States or the courts of the State of Delaware Minnesota in each case located in New CastleWashington County,
<br />Delaware Minnesota and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action,
<br />or proceeding. If Customer is located in a jurisdiction that requires that this Agreement be governed by and construed in
<br />accordance with laws other than those of the State of Delaware, or that require any legal suits, actions, or proceedings
<br />arising out of or related to this Agreement be instituted in state and federal courts located anywhere other than New
<br />Castle County, Delaware, then the Parties agree that such other laws shall apply and to institute any such legal suits,
<br />actions, or proceedings in such other jurisdiction(s).
<br />15.9 Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder
<br />(except in the case of either Party utilizing authorized subcontractors and consultants), in each case whether voluntarily,
<br />involuntarily, by operation of law or otherwise, without the prior written consent of the other Party. Any purported
<br />assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the
<br />assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit
<br />of the Parties and their respective permitted successors and assigns. Notwithstanding the foregoing, either Party may
<br />freely assign this Agreement to an affiliate or successor in interest in the event of a merger, acquisition, sale of all or
<br />substantially all of its assets, corporate reorganization, or other change in control, without the prior consent of the other
<br />Party.
<br />15.10 Export Regulation. The Platforms utilize software and technology that may be subject to US export
<br />control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or
<br />indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or
<br />Commented [CS8]: Would be better if Minnesota law applied
<br />where are relevant contacts occur.
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