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6.F. - Page 160 of 180 all right, title, and interest in and to the Confidential Information provided by Customer and/or Customer Users. Neither CORE, nor any successor or entity to which CORE's assets are sold, acquires rights in the Confidential Information, otherthan the rights Customergrants to CORE to perform the work contemplated in this Agreement. If CORE becomes subject to dissolution or insolvency, Customer's and Customer Users' Confidential Information will not be considered an asset or property of CORE. Customer reserves the rightto demand the prompt return of any Confidential Information at any time and for any reason whatsoever. The disclosure of Confidential Information to CORE shall not be construed as a grant of any right or license with respectto the information other than forthe purposes set forth in this Agreement. 12. MISCELLANEOUS PROVISIONS 12.1. Force Majeure. CORE shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond CORE's control including, without I imitation, fires, embargoes, war (or other outbreaks of hostility), governmental acts and regulations, receipt of orders from all sources in excess of its suppliers'then-scheduled production capacity, and other causes beyond CORE's control. 12.2. Waiver. No waiver bye itherpartyofany breach orvioIationofany cove nant,term, condition, or provision of this Agreement or of the provisions of any ordinance or law, shall be construed to waive any other term, covenant, condition, provisions, ordinance orIaw, or of any subsequent breach orviol ation of the same. 12.3. Purchase of Additional Services and Third -Party Products. 12.3.1. Throughout the Agreement Term, CORE may make available to the Customer services and third party products that (i) relate too renh an ce the Licensed Program beingdeveloped oroff ered by the third -party provider of the solution, and (ii) are within CORE's authority and capacity to resell on behalf of the third party. Customer acknowledges that (i) its purchase of such products and services may be subject to specificterms and conditions required by CORE and the Third Party providers, and (ii) unless specifically incorporated into the order form for such products and services, the terms and conditions of this Agreement shall notapplytothe purchaseof such products and services. The agreementto purchasesuch third party products and services may have a term that is shorteror longerthan the AgreementTerm. 12.3.2. The initial purchase of third party products and services under this Agreement is set forth in the Statement of Work and Attachments. The parties may by mutual consent add additional products an d/orServices to those listed in the initial order form. 12.3.3. CORE may provide Customer with services to implement or support such additional third party products and/or services. The parties may by mutual agreement add those CORE -provided services to the Statementof Work. 12.4. Governing Law and Venue. This Agreement is made pursuant to, and shall be, resolved in, governed by and construed in accordance with the laws of the State of California without regard to conflict of law provisions. Sole and exclusive jurisdiction for any action or proceedings arising out of or related to this Agreement or an order shall be in an appropriate state or federal court in San Mateo County. 12.5. Notice. All notices, authorizations, and requests in connection with this Agreement shal I be deemed given on the day they are: (i) sent by prepaid courierservice (e.g., FedEx, UPS, etc.) or (ii) sent via email provided that receipt of such email is specifically acknowledged by the recipient, and are addressed as setforth below, which designated person(s) maybe amended by either party bygivingwritten notice to the other party: EXHIBIT H CORE BTiPAYMENT AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 152 of 172 H-6 267