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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> Except for the obligation to make payments, non-performance of either Party shall be excused to the <br /> extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or <br /> restrictions,failure of suppliers,or any other reason where failure to perform is beyond the reasonable <br /> control of the non-performing Party. <br /> 10.8 Notices <br /> Any notice,approval, request, authorization, direction or other communication under this Agreement <br /> shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on <br /> the delivery date if delivered personally to the Party to whom the same is directed; (ii)one(1) business <br /> day after deposit with a nationally recognized overnight carrier,with written verification of receipt,or <br /> (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. <br /> certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid <br /> mail delivery for which a receipt is available, to the address of the Party set forth on the applicable <br /> Sales Order. Either Party may change its address by giving written notice of such change to the other <br /> Party. <br /> 10.9 No Third-Party Beneficiaries <br /> Nothing contained in this Agreement is intended or shall be construed to confer upon any person any <br /> rights, benefits or remedies of any kind or character whatsoever,or to create any obligation of a Party <br /> to any such person. <br /> 10.10Counterpart, Order of Precedence <br /> This Agreement may be executed in two or more counterparts, each of which shall be deemed to be <br /> an original as against any Party whose signature appears thereon, but all of which together shall <br /> constitute but one and the same instrument. Signatures to this Agreement transmitted by facsimile, <br /> by electronic mail in "portable document format" (".pdf"), or by any other electronic means which <br /> preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect <br /> as physical delivery of the paper document bearing the original signature. Any conflict between the <br /> terms and conditions set forth in this Agreement and any Sales Order or SOW shall be resolved in favor <br /> of this Agreement unless such Sales Order or SOW expressly references the conflicting provision in <br /> this Agreement that it is intended to control and states that it is to control. Customer agrees that <br /> purchases hereunder are neither contingent on the delivery of any future functionality or features nor <br /> dependent on any oral or written comments made by Spatialest regarding future functionality or <br /> features. <br /> 10.11 Waiver and Severability <br /> Performance of any obligation required by a Party hereunder may be waived only by a written waiver <br /> signed by an authorized representative of the other Party, which waiver shall be effective only with <br /> respect to the specific obligation described therein. The failure of either Party to exercise any of its <br /> rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or <br /> Spatialest Master Software and Services Agreement 13 <br />