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Customer shall not, directly or indirectly, export, re-export, or release the Company IP to, or
<br />make the Company IP accessible from, any jurisdiction or country to which export, re-export, or
<br />release is prohibited by law, rule, or regulation. Customer shall not access, download,
<br />redistribute, or use (as applicable) the Company IP in any form in or to any country prohibited by
<br />U.S. export laws, rules, or regulations, or to residents or nationals of any such countries. The
<br />Customer shall comply with all applicable federal and international laws, regulations, and rules,
<br />and complete all required undertakings (including obtaining any necessary export license or
<br />other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making
<br />the Company IP available outside the US. By downloading, accessing, installing, and/or
<br />otherwise using the Software or SaaS System, Customer: (i) represents and warrants that
<br />Customer is not restricted from downloading, accessing, installing, and/or otherwise using the
<br />Software, the SaaS System, or any other U.S. products or services and that Customer shall
<br />comply with all applicable U.S. export and other laws, rules, and regulations, and all host
<br />country import laws, rules, and regulations; (ii) shall not export or re-export the Software or the
<br />SwS System, any part thereof, or any process or service that is the product of the Software or the
<br />Sas S System, in violation of any applicable laws or regulations of the U.S. or of any country in
<br />which Customer obtains, installs, accesses, uses and/or possesses the Software or the SaaS
<br />System; and (iii) shall promptly report any violation of the foregoing to Company at
<br />sales@PDQ.com and thereafter fully cooperate with Company, at Customer sole cost and
<br />expense, to resolve the relevant violation thereof.
<br />20. U.S. Government Rights. The Software and the SaaS System are commercial
<br />computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if Customer is the
<br />U.S. Government or any contractor therefor, Customer receives only those rights with respect to
<br />the Software, the SaaS System, and Documentation as are granted to all other end users under
<br />license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect
<br />to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all
<br />other U.S. Government licensees and their contractors.
<br />21. Miscellaneous.
<br />(a) Governing Law; Jurisdiction; Venue. All matters arising out of or
<br />relating to this Agreement shall be governed by and construed in accordance with the
<br />internal laws of the State of Utah without giving effect to any choice or conflict of law
<br />provision or rule. Any legal suit, action, or proceeding arising out of or relating to this
<br />Agreement or the transactions contemplated hereby shall be instituted in the federal
<br />courts or the state courts located in Salt Lake County, Utah, and each party irrevocably
<br />submits and consents to the personal and exclusive jurisdiction and venue of such courts
<br />in any such legal suit, action, or proceeding. Service of process, summons, notice, or
<br />other document by mail to such party's address set forth in the Purchase Order shall be
<br />effective service of process for any suit, action, or other proceeding brought in any such
<br />court. The provisions of the United Nations Convention on Contracts for the International
<br />Sale of Goods shall not apply to this Agreement and are excluded from this Agreement
<br />and from any transaction under or in connection with this Agreement.
<br />(b) No Jury. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT
<br />SHALL NOT REQUEST OR DEMAND A JURY IN ANY LEGAL ACTION OR
<br />ILLI
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