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actual damages or that damages would be an inadequate remedy. 10.5.Force Majeure.Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement,other than payment obligations,due to any act of god,act of governmental authority,or due to war,riot,labor diculty,failure of performance by any third-party service,utilities,or equipment provider,or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6.Severability;Waiver.If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessar y so that this Agreement will otherwise remain in full force and effect and enforceable.Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 10.7.Sur vival.The following sections of this Agreement shall survive termination:Section 5. (Confidentiality),Section 7 (Payment of Fees),Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer),Section 9 (Limitation of Liability)and Section 10 (Miscellaneous). 10.8.Assignment.There are no third-party beneficiaries to this Agreement.Except as set forth in this Section 10.8,neither party may assign,delegate,or other wise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent,which consent may not be unreasonably withheld,conditioned,or delayed.Either party may assign,without such consent but upon written notice,its rights and obligations under this Agreement to its corporate aliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase,merger,consolidation,or otherwise.Any other attempted assignment shall be void.This Agreement will benefit and bind permitted assigns and successors. 10.9.Independent Contractors.This Agreement does not create an agency,partnership,joint venture,or employment relationship,and neither party has any authority to bind the other. 10.10.Governing Law and Jurisdiction.California laws govern this Agreement,without regard to conflict of laws principles.Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in San Mateo County, California,and the parties submit to the personal jurisdiction and venue therein. 10.11.Complete Agreement.OpenGov has made no other promises or representations to Customer other than those contained in this Agreement.Any modification to this Agreement must be in writing and signed by an authorized representative of each party. 8 OpenGov Master Services Agreement Revised June 1,2023 DocuSign Envelope ID: B15D270E-E3B1-4F57-8C92-589FF8DAFA15DocuSign Envelope ID: 2B2F7267-322F-4A10-85EF-ADB56278A499