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CrowdStrike Form May 27 2019 9 of 17
<br />LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR ANY LOST PROFITS, REVENUE,
<br />OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL,
<br />OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN
<br />AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE TO CROWDSTRIKE FOR THE RELEVANT
<br />OFFERING DURING THAT OFFERING’S SUBSCRIPTION/ORDER TERM. THESE LIMITATIONS WILL APPLY
<br />NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS
<br />AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 10.
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<br />10.2 Additional or Different Terms That May Apply. See Exhibit C for additional or different terms related to liability
<br />that may apply to certain Customers.
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<br />11. Compliance with Laws. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly
<br />applicable to such party in the performance of this Agreement, including but not limited to, applicable export and
<br />import, anti-corruption and employment laws as well as the Orange County Non-Discrimination Policy and Orange
<br />County Living Wage Policy (each policy current as of the Effective Date of this Agreement is incorporated herein by
<br />reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php .)
<br />Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and Customer may
<br />terminate this Agreement for material breach in accordance with Section 13. This paragraph is not intended to limit
<br />and does not limit the definition of breach to discrimination . With respect to the Orange County Living Wage Policy,
<br />CrowdStrike’s obligation under such policy is limited to providing a living wage to its employees. Customer
<br />acknowledges and agrees the Offerings shall not be used, transferred, or otherwise exported or re-exported to
<br />regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions
<br />(collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to
<br />individual prohibitions (e.g., parties listed on the U.S. Department of Treasury’s List of Specially Designated Nationals
<br />or the U.S. Department of Commerce’s Table of Denial Orders ) (collectively, “Designated Nationals”), without first
<br />obtaining all required authorizations from the U.S. government and any other applicable government. Customer
<br />represents and warrants that Customer is not located in, or is under the control of, or a national or resident of, an
<br />Embargoed Country or Designated National. CrowdStrike represents and warrants that CrowdStrike is not located in,
<br />or is under the control of, or a national or resident of, an Embargoed Country or Designated National.
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<br />12. U.S. Government End Users.
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<br />12.1 Commercial Items. The following applies to all acquisitions by or for the U.S. government or by any U.S
<br />Government prime contractor or subcontractor at any tier (“Government Users”) under any U.S. Government contract,
<br />grant, other transaction, or other funding agreement. The Products, CrowdStrike Tools, and Documentation are
<br />“commercial items,” as that term is defined in Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of
<br />“commercial computer software” and “commercial computer software documentation,” as su ch terms are used in FAR
<br />12.211 and 12.212. In addition, Department of Defense FAR Supplement (“DFARS”) 252.227-7015 (Technical Data
<br />– Commercial Items) applies to technical data acquired by Department of Defense agencies. Consistent with FAR
<br />12.211 and 12.212 and DFARS (48 C.F.R.) 227.7202-1 through 227.7202-4, the Products, CrowdStrike Tools, and
<br />Documentation are being licensed to Government Users pursuant to the terms of this license(s) customarily provided
<br />to the public as forth in this Agreement, unless such terms are inconsistent with United States federal law (“Federal
<br />Law”).
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<br />12.2 Disputes with the U.S. Government. If this Agreement fails to meet the Government’s needs or is inconsistent
<br />in any way with Federal Law and the parties cannot reach a mutual agreement on terms for this Agreement, the
<br />Government agrees to terminate its use of the Offerings. In the event of any disputes with the U.S. Government in
<br />connection with this Agreement, Section 14.3 of this Agreement shall not apply. Instead the rights and duties of the
<br />parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with Federal
<br />Procurement Law and any such disputes shall be resolved pursuant to the Contract Disputes Act of 1978, as
<br />amended (41 U.S.C. 7101-7109), as implemented by the Disputes Clause, FAR 52.233-1.
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<br />12.3 Precedence. This U.S. Government rights in this Section are in lieu of, and supersedes, any other FAR, DFARS,
<br />or other clause, provision, or supplemental regulation that addresses Government rights in the Offerings, computer
<br />software or technical data under this Agreement.
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<br />DocuSign Envelope ID: 15D73919-3C2B-4FD5-B1D4-12D3A740401FDocuSign Envelope ID: 8CCC378C-D84F-4D9F-BAF3-FB77653C088ADocuSign Envelope ID: BA2C0343-56AA-4434-92F9-D28AEB96D976
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