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<br /> 10.4 PROTOTYPE COMPONENT RIDER. CLIENT ACKNOWLEDGES AND AGREES THAT SOME
<br />PARTS OF THE SYSTEM IDENTIFIED BY RUBICON AND PROVIDED TO THE CLIENT HEREUNDER ARE
<br />PRELIMINARY, TEST VERSIONS (EACH BEING A “PROTOTYPE COMPONENT” AND COLLECTIVELY
<br />“PROTOTYPE COMPONENTS”). IF AND TO THE EXTENT ANY PROTOTYPE COMPONENTS ARE PROVIDED
<br />TO CLIENT, ALL REPRESENTATIONS AND WARRANTIES, AND LIABILITIES REGARDING SUCH PROTOTYPE
<br />COMPONENTS, AND OTHER SUPPLEMENTAL TERMS AND CONDITIONS REGARDING THE PROTOTYPE
<br />COMPONENTS, SHALL BE GOVERNED BY THE “PROTOTYPE COMPONENT RIDER” ATTACHED HERETO
<br />AND INCORPORATED BY REFERENCE AS ADDENDUM C. IN THE EVENT OF AN INCONSISTENCY BETWEEN
<br />THE PROTOTYPE COMPONENT RIDER AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE
<br />PROTOTYPE COMPONENT RIDER SHALL PREVAIL AND CONTROL.
<br />
<br />11. Miscellaneous.
<br />11.1 [INTENTIONALLY DELETED]
<br />11.2 Force Majeure. Neither party will be liable for any loss, damage or delay resulting from any event beyond
<br />such party’s reasonable control (a “Force Majeure Event”), and delivery and performance dates will be extended to the extent
<br />of any delays resulting from any such Force Majeure Event. Each party will promptly notify the other upon becoming aware
<br />that a Force Majeure Event has occurred or is likely to occur and will use commercially reasonab le efforts to minimize any
<br />resulting delay in or interference with the performance of its obligations under this Agreement. Notwithstanding any other
<br />provision of this Section 11.2, a Force Majeure Event shall not relieve Client of its obligations to pay m onies due and owing
<br />to Rubicon hereunder.
<br />11.3 Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights, duties, or
<br />obligations under this Agreement in whole or in part to any individual, firm or corporation without the pr ior written consent
<br />of the other party, which consent shall not be unreasonably withheld, and any attempted assignment (whether by operation of
<br />law or otherwise) shall be void; except that Rubicon may delegate any of its rights, duties, or obligations unde r this
<br />Agreement to one or more of its affiliates. Notwithstanding the foregoing, either party may assign its rights, duties, and
<br />obligations hereunder, without approval of the other party, to a party that succeeds to all or substantially all of its asset s or
<br />business (whether by sale, merger, operation of law or otherwise), so long as the assignee agrees in writing to be bound by
<br />the terms and conditions of this Agreement; provided, however, that any such assignment by Client shall be subject to any fee
<br />adjustments specified in an Order, or that may be necessary because of Client’s use of the subscribed Services beyond the
<br />licensing parameters specified in the applicable Order; and further provided that no such assignment may be to a competitor
<br />of Rubicon. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors
<br />and permitted assigns.
<br />11.4 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint venture,
<br />partnership or other form of business association between the parties. Neither party has the right or authority to make any
<br />contract, representation or binding promise of any nature on behalf of the other party, and neither party shall hold itself o ut as
<br />having such right or authority.
<br />11.5 No Waiver. The failure on the part of either party to exercise any right or remedy hereunder will not
<br />operate as further waiver of such right or remedy in the future or any other right or remedy.
<br />11.6 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any
<br />circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in
<br />any other circumstances, will not be affected t hereby.
<br />11.7 Counterparts. This Agreement may be executed in duplicate and either copy or both copies are considered
<br />originals.
<br /> 11.8 Notices. All official notices (including any notices regarding breach, termination, renewal, etc.) required or
<br />permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered mail or next day
<br />express mail or courier, postage prepaid. Any such notice shall be deemed given (a) when so delivered personally; (b) three
<br />(3) days after, when sent by certified or registered mail; or (c) the day after, when sent by next day express mail or courier, as
<br />follows: (i) if to Client, to it at: 1207 Eubanks Rd, Chapel Hill NC 27516 ; (ii) if to Rubicon, to it at: Rubicon Global, LLC,
<br />100 West Main Street, Suite 610, Lexington, KY 40507. In addition, routine, non-contractual notices, consents and
<br />approvals (including support) given under this Agreement may be delivered in writing as provided above or through
<br />electronic mail or other electronic record addressed to the parties identified herein.
<br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6
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