Software Subscription and License Agreement - Shotcaller Global Inc - PD Gun OPS Software

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impair the right of either Party to disclose information necessary, in the sole judgment of the Party or the Party's Affiliate, to comply with securities laws or public trading reporting obligations under laws of the United States or any state in the Union. 10.8 Miscellaneous. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction: (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect. The failure of either Party to enforce at any time any of the provisions of this Agreement will not be deemed to be a waiver of the right of either Party thereafter to enforce any such provisions. No waiver, amendment or variation to this Agreement will be valid unless in writing and signed by both Parties. Except for the obligation to make payments, nonperformance of either Party will be excused to the extent that performance is rendered impossible by Force Majeure. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same Agreement. Section and Schedule headings are for ease of reference only and do not form part of this Agreement. This is an integrated Agreement and all exhibits, schedules and attachments hereto and incorporated herein constitute the entire, final, complete and exclusive agreement between the Parties and supersede all previous agreements, intentions, or representations, oral or written, relating to this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party. Both Parties acknowledge having read the terms and conditions set forth in this Agreement and all attachments hereto, understand all terms and conditions, and agree to be bound thereby. No employee, agent, representative, or Affiliate of COMPANY has authority to bind COMPANY to any oral representations or warranty concerning the Services, Software or Service Data. Any written representation or warranty not expressly contained in this Agreement (including any Schedules) will not be enforceable. 10.9 No Third Party Beneficiaries. No parties, entities, or persons other than the Parties hereto may rely on or derive any rights pursuant to or under this Agreement. SUBSCRIPTION AGREEMENT FOR: