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CrowdStrike Form May 27 2019 10 of 17
<br />13. Suspension and Termination. This Agreement shall remain effective until termination in accordance with this
<br />Section or as otherwise specified herein. CrowdStrike may immediately suspend Customer’s access to, or use of,
<br />the Offerings if: (i) CrowdStrike believes that there is a significant threat to the security, integrity, functionality, or
<br />availability of the Offerings or any content, data, or applications in the Offerings; (ii) Customer or Customer users are
<br />in breach of Section 3.3 (Restrictions); or (iii) Customer fails to pay CrowdStrike when undisputed fees are due;
<br />provided, however, CrowdStrike will use commercially reasonable efforts under the circumstances to provide
<br />Customer with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension. Either
<br />party may terminate this Agreement upon 30 days’ written notice of a material breach by the other party, unless the
<br />breach is cured within the 30-day notice period. Customer may terminate this Agreement and/or any Order for
<br />convenience upon 30 days' written notice to CrowdStrike; provided, however, that any outstanding Orders not
<br />terminated by Customer will continue to be performed as if the Agreement were still in effect and termination of one
<br />Order will not affect other outstanding Orders and provided, further, that Customer (a) shall not be entitled to any
<br />refund of prepaid fees, (b) shall pay all fees for any Of ferings ordered prior to the effective date of termination, (c)
<br />shall pay all fees and expenses that have accrued prior to the effective date of termination, (d) shall be deemed to
<br />have forfeited the remaining amounts of any retainers, (e) shall be required to pay any agreed upon minimum spend
<br />set forth in the applicable SOW (e.g., an agreement that CrowdStrike will charge Customer no fewer than X hours of
<br />professional services). Prior to termination and subject to the terms of this Agreement, Customer shall have the right
<br />to access and download Customer Data available per the Customer’s purchased Products and data retention period
<br />in a manner and in a format supported by the Products. Upon termination of this Agreement for any reason: (a) all
<br />Customer’s access and use rights granted in this Agreement will terminate; (b) Customer must promptly cease all
<br />use of Offerings and de-install all Software Components installed on Customer’s Endpoints; and (c) Customer Data
<br />will be deleted in accordance with the data retention period purchased by Customer and Section 7.4 Confidentiality;
<br />Destruction). Sections 1, 3.3, 7, 10, 12, 13, and 14 and all liabilities that accrue prior to termination shall survive
<br />expiration or termination of this Agreement for any reason.
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<br />14. General.
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<br />14.1 Entire Agreement. This Agreement constitutes the entire agreement between Customer and CrowdStrike
<br />concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements,
<br />understandings, or other communications between the parties, oral or written, regarding such subject matter.
<br />Notwithstanding the foregoing, if you have a CrowdStrike Limited Warranty Agreement for Falcon Complete (or a
<br />preceding or successor named product) fully executed with CrowdStrike, the warranty provided therein stands alone
<br />and is not superseded by this Agreement. It is expressly agreed that the terms of this Agreement shall supersede
<br />any terms in any procurement Internet portal or other similar non-CrowdStrike document and no such terms included
<br />in any such portal or other non-CrowdStrike document shall apply to the Offerings ordered. Any Order through a
<br />reseller is subject to, and CrowdStrike’s obligations and liabilities to Customer are governed by, this Agreement.
<br />CrowdStrike is not obligated under any reseller's agreement with you unless an officer of CrowdStrike executes the
<br />agreement. This Agreement shall not be construed for or against any party to this Agreement because that party or
<br />that party’s legal representative drafted any of its provisions.
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<br />14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party,
<br />except to an Affiliate in connection with a corporate reorganization or in connection with a merger, acquisition , or sale
<br />of all or substantially all of its business and/or assets. Any assignment in violation of this Section shall be void.
<br />Subject to the foregoing, all rights and obligations of the parties under this Agreement shall be binding upon and inure
<br />to the benefit of and be enforceable by and against the successors and permitted assigns.
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<br />14.3 Governing Law; Venue. Except as otherwise provided in Exhibit B (if applicable), this Agreement, and the rights
<br />and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance
<br />with the laws of the State of North Carolina, excluding its conflicts-of-law principles. The sole and exclusive
<br />jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in North Carolina,
<br />and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer
<br />Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.
<br />Notwithstanding the foregoing, each party reserves the right to file a suit or action in any court of competent jurisdiction
<br />as such party deems necessary to protect its intellectual property rights and, in CrowdStrike’s case, to recoup any
<br />payments due.
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<br />14.4 Independent Contractors; No Third Party Rights. The parties are independent contractors. This Agreement
<br />shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the
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